THE GAZETTE OF INDIA

1 · [(e) "associate" shall mean a person or any entity which is an associate under sub-section (6) of section 2 of the Companies Act, 2013 or under the applicable accounting standards;]

1 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f. 08.03.2025 . Prior to its substitution, it read as under, -

4 · [(oa) "financial year" shall have the same meaning as assigned to it under sub-section (41) of section 2 of the Companies Act, 2013;]

2 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word "Board".

3 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 for the words and symbols "Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014".

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

5 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

6 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

7 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as ""institutional trading platform" means the trading platform for listing and trading of specified securities of issuers that comply with the eligibility criteria specified in regulation 288;"

8 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second

10 · The words and symbols "regulation 2(1)(q) of" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

11 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f. 23.09.2019. Prior to its substitution, it read as "foreign portfolio investor other than Category III foreign portfolio investor."

12 · [***]

12 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. Prior to the omission, it read as under –

13 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f.23.09.2019. Prior to its substitution, it read as "foreign portfolio investor other than Category III foreign portfolio investor."

14 · ibid

15 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f.23.09.2019. Prior to its substitution, it read as "foreign portfolio investor other than Category III foreign portfolio investor, registered with the Board."

16 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

17 · [(xiv) accredited investors as defined in clause (ab) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, for the limited purpose of their investment in Angel Funds registered with the Board, under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.]

18 · [(bbbb) "senior management" shall mean the officers and personnel of the issuer who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer.]

17 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 , w.e.f. 09 . 09.2025.

18 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023, w-e-f 31.01.2023.

19 · [(eeea) "SR equity shares" means the equity shares of an issuer having superior voting rights compared to all other equity shares issued by that issuer.]

19 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

20 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter " .

21 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter " .

22 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulters " .

23 · The words and symbol " where the aggregate value of the issue is fifty crore rupees or more;" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025.

25 · [***]

4 · Unless otherwise provided in this Chapter, an issuer making an initial public offer of specified securities shall satisfy the conditions of this Chapter as on the date of filing of the draft offer document with the Board and also as on the date of 26 [filing] the offer document with the Registrar of Companies.

5 · (1) An issuer shall not be eligible to make an initial public offer -

24 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as "institutional trading platform".

25 · Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 . Prior to the omission, the proviso read as under,-

26 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

27 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter." .

28 · [(b) outstanding stock appreciation rights granted to employees pursuant to a stock appreciation right scheme, which are fully exercised for equity shares prior to the filing of the red herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be, disclosures regarding such stock appreciation rights and the scheme and the total number of equity shares resulting from the exercise of such rights are made in the draft offer document and offer document.]

29 · [(c)] fully paid-up outstanding convertible securities which are required to be converted on or before the date of filing of the red herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be.

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

29 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.08.03.2025. Prior to its renumbering, it read as "(b)".

30 · [(3) If an issuer has issued SR equity shares to its promoters/ founders, the said issuer shall be allowed to do an initial public offer of only ordinary shares for listing on the Main Board subject to compliance with the provisions of this Chapter and these clauses -

31 · [ii . the net worth of the SR shareholder, as determined by a Registered Valuer, shall not be more than rupees one thousand crore.

30 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

31 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2021 w.e.f. 26.10.2021. Prior to its substitution, clause ii. and the Explanation read as follows:

32 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2021 w.e.f. 26.10.2021. Prior to its substitution, clause v. read as follows:

32 · [v. the SR equity shares have been issued prior to the filing of draft red herring prospectus and held for a period of at least three months prior to the filing of the red herring prospectus;]

33 · [(c) all its specified securities held by –

33 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 08 . 10.2025. Prior to its substitution, clause (c) read as under,-

35 · [(3) The amount for:

34 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "For the purposes of this regulation " .

35 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

8 · . Only such fully paid-up equity shares may be offered for sale to the public , which have been held by the sellers for a period of at least one year prior to the filing of the draft offer document:

36 · [b) if the equity shares or equity shares arising out of conversion of fully paid-up compulsorily convertible securities are offered for sale where such equity shares or fully paid-up compulsorily convertible securities were acquired pursuant to any scheme approved by a High Court or approved by a Tribunal or the Central Government under sections 230 to 234 of the Companies Act, 2013, as applicable, in lieu of business and invested capital, which had been in existence for a period of more than one year prior to approval of such scheme;]

37 · [Additional conditions for an offer for sale for issues under sub-regulation (2) of regulation 6

8A · For issues where draft offer document is filed under sub -regulation (2) of regulation 6 of these regulations:

36 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its substitution, clause b) read as under,-

37 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

38 · [Explanation.- The limits set out in (a) and (b) above shall be calculated with reference to the shareholding as on the date of filing of the draft offer document and shall apply cumulatively to the total number of shares offered for sale to the public and any secondary sale transactions prior to the issue.]

9 · . An issuer shall be eligible to make an initial public offer of convertible debt instruments even without making a prior public issue of its equity shares and listing thereof.

10 · (1) In addition to other requirements laid down in these regulations, an issuer making an initial public offer of convertible debt instruments shall also comply with the following conditions:

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

11 · (1) The issuer shall not convert its optionally convertible debt instruments into equity shares unless the holders of such convertible debt instruments have sent their positive consent to the issuer and non -receipt of reply to any notice sent by the issuer for this purpose shall not be construed as consent for conversion of any convertible debt instruments.

12 · An issuer shall not issue convertible debt instruments for financing or for providing loans to or for acquiring shares of any person who is part of the promoter group or group companies:

13 · An issuer shall be eligible to issue warrants in an initial public offer subject to the following:

14 · (1) The promoters of the issuer shall hold at least twenty per cent. of the post-issue capital:

39 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

40 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

15 · (1) For the computation of minimum promoters' contribution, the following specified securities shall not be eligible:

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

42 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

47 · [(iv) to equity shares arising from the conversion or exchange of fully paid-up compulsorily convertible securities, including depository receipts, that have been held by the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and

43 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "if the promoters and alternative investment funds " .

44 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

45 · The words, numbers and symbols "sections 391 to 394 of the Companies Act, 1956 or" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

46 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025 .

47 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

48 · [Explanation.- For the purpose of this sub-regulation, it is clarified that the price per share for determining securities ineligible for minimum promoters' contribution, shall be determined, after adjusting the same for corporate actions such as share split, bonus issue, etc. undertaken by the issuer;]

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

50 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

16 · 52[(1)] The specified securities held by the promoters shall not be transferable (hereinafter referred to as "lock -in") for the periods as stipulated hereunder:

55 · [ Provided that in case the majority of the issue proceeds excluding the portion of offer for sale is proposed to be utilized for capital expenditure , then the lock -in period shall be three years from the date of allotment in the initial public offer.]

57 · [ Provided that in case the majority of the issue proceeds excluding the portion of offer for sale is proposed to be utilized for capital expenditure , then the lock -in period shall be one year from the date of allotment in the initial public offer.]

51 · The words, symbol and numbers "under the sections 391 to 394 of the Companies Act, 1956" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

52 · Re -numbered by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

53 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

54 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words "three years from the date of commencement of commercial production or date of allotment in the initial public offer, whichever is later; "

55 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021.

56 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words "one year".

58 · [Explanation: For the purpose of this sub-regulation, "capital expenditure" shall include civil work, miscellaneous fixed assets, purchase of land, building and plant and machinery, etc . 59 [and repayment of existing loan(s) that may have been taken for the purpose of such capital expenditure.]]

60 · [(2) The SR equity shares shall be under lock-in until conversion into equity shares having voting rights same as that of ordinary shares or shall be locked-in for a period specified in subregulations (1), whichever is later.]

17 · The entire pre-issue capital held by persons other than the promoters shall be locked-in for a period of 61 [six months] from the date of allotment in the initial public offer:

57 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021.

58 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third

59 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

60 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

61 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words "one year".

62 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

63 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

67 · [(i)] For the purpose of clause (c), in case such equity shares have resulted pursuant to conversion of fully paid-up compulsorily convertible securities, the holding period of such convertible securities as well as that of resultant equity shares together shall be considered for the purpose of calculation of 68 [six months period] and convertible securities shall be deemed to be fully paid-up, if the entire consideration payable thereon has been paid and no further consideration is payable at the time of their conversion.

69 · [(ii) For the purpose of clause (c), in case such equity shares have resulted pursuant to a bonus issue, then the holding period of such equity shares against which the bonus issue is made as well as holding period of resultant bonus equity shares together shall be considered for the purpose of calculation of six months period, subject to the following:

64 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 for the words and symbols "Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014" .

65 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words "one year".

66 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

67 · Numbered as " (i) " by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

68 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "one year period" .

69 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

70 · [(iii) For the purpose of clauses (a) and (b), equity shares shall include any equity shares allotted pursuant to a bonus issue against equity shares allotted pursuant to an employee stock option or employee stock purchase scheme or a stock appreciation right scheme.]

18 · The lock -in provisions shall not apply with respect to the specified securities lent to stabilising agent for the purpose of green shoe option, during the period starting from the date of lending of such specified securities and ending on the date on which they are returned to the lender in terms of sub -regulation (5) or (6) of regulation 57:

19 · If the specified securities which are subject to lock-in are partly paid-up and the amount called -up on such specified securities is less than the amount called-up on the specified securities issued to the public, the lock-in shall end only on the expiry of three years after such specified securities have become pari passu with the specified securities issued to the public.

20 · The certificates of specified securities which are subject to lock-in shall contain the inscription "non-transferable" and specify the lock-in period and in case such specified securities are dematerialised, the issuer shall ensure that the lock -in is recorded by the depository.

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

71 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

22 · Subject to the provisions of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 2011, the specified securities 72 [, except SR equity shares,] held by the promoters and locked-in as per regulation 16, may be transferred to another promoter or any person of the promoter group or a new promoter and the specified securities held by persons other than the promoters and locked-in as per regulation 17, may be transferred to any other person holding the specified securities which are locked-in along with the securities proposed to be transferred:

23 · (1) The issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue.

72 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

73 · The words, numbers and symbols "or the Companies Act, 1956 (to the extent applicable) " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

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

24 · (1) The draft offer document and offer document shall contain all material disclosures which are true and adequate to enable the applicants to take an informed investment decision.

25 · (1) Prior to making an initial public offer, the issuer shall file three copies of the draft offer document 75 [with the Board], in accordance with Schedule IV, along with fees as specified in Schedule III, through the lead manager(s).

75 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022 for the words " with the concerned regional office of the Board under the jurisdiction of which the registered office of the issuer company is located" .

76 · Word "registering or " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 .

77 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

26 · (1) The draft offer document filed with the Board shall be made public for comments, if any, for a period of at least twenty one days from the date of 79 [publication of the public announcement under sub -regulation (2)], by hosting it on the websites of 80 [the issuer,] the Board, stock exchanges where specified securities are proposed to be listed and lead manager(s) associated with the issue.

78 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

79 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f. 08.03.2025 for the word "filing".

80 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

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

27 · The disclosure about the face value of equity shares shall be made in the draft offer document, offer document, advertisements and application forms, along with the price band or the issue price in identical font size.

28 · (1) The issuer may determine the price of equity shares, and in case of convertible securities, the coupon rate and the conversion price, in consultation with the lead manager(s) or through the book building process, as the case may be.

29 · (1) The issuer may mention a price or a price band in the offer document (in case of a fixed price issue) and a floor price or a price band in the red herring prospectus (in case of a book built issue) and determine the price at a later date before 82 [filing] the prospectus with the Registrar of Companies:

82 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

83 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registered".

84 · [Provided that the cap of the price band shall be at least one hundred and five percent of the floor price.]

85 · [(4) The issuer shall announce the floor price or the price band at least two working days before the opening of the issue in the pre-issue and price band advertisement in the format specified under Part A of Schedule X in the same newspapers in which the public announcement under sub-regulation (2) of Regulation 26 was published.]

30 · (1) The issuer may offer its specified securities at different prices, subject to the following:

84 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

85 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (4) read as under,-

31 · The minimum offer to the public shall be subject to the provisions of clause (b) of sub-rule (2) of rule 19 of Securities Contracts (Regulations) Rules, 1957.

32 · (1) In an issue made through the book building process under sub-regulation (1) of regulation 6 the allocation in the net offer category shall be as follows:

87 · [(a)] individual applicants other than retail individual investors; and

88 · [(b)] other investors including corporate bodies or institutions, irrespective of the number of specified securities applied for;

33 · (1) The issuer may make reservations on a competitive basis out of the issue size excluding promoters' contribution in favour of the following categories of persons:

86 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

87 · Sub -clause "(i)" renumbered as sub-clause "(a)" by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

88 · Sub -clause "(ii)" renumbered as sub-clause "(b)" by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

34 · (1) The abridged prospectus shall contain the disclosures as specified in Part E of Schedule VI and shall not contain any matter extraneous to the contents of the offer document.

35 · The issuer shall accept bids using only the ASBA facility in the manner specified by the Board.

36 · The lead manager(s) shall ensure availability of the offer document and other issue material including application forms to stock exchanges, syndicate members, registrar to issue, registrar and share transfer agents, depository participants, stock brokers, underwriters, bankers to the issue, and self certified syndicate banks before the opening of the issue.

37 · Any person connected with the issue shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for services rendered in relation to the issue.

89 · [***]

39 · The issuer may obtain grading for its initial public offer from one or more credit rating agencies registered with the Board.

90 · [Underwriting

89 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. Prior to its omission, Regulation 38 read as follows-

38 · (1) The issuer shall, before the opening of the subscription list, deposit with the designated stock exchange, an amount calculated at the rate of one per cent. of the issue size available for subscription to the public in the manner specified by Board and/or stock exchange(s).

90 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023. Prior to its substitution, regulation 40 read as follows,-

40 · (1) If the issuer making an initial public offer, other than through the book building process, desires to have the issue underwritten, it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters.

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

41 · (1) If the issue size, excluding the size of offer for sale by selling shareholders, exceeds one hundred crore rupees, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a 91 [credit rating agency registered with the Board:]

91 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbol "public financial institution or by a scheduled commercial bank named in the offer document as bankers of the issuer: " .

92 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "at least ninety five per cent " .

93 · The words and symbols " , excluding the proceeds raised for general corporate purposes," omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

42 · All public communication, publicity materials, advertisements and research reports shall comply with the provisions of Schedule IX .

43 · 94 [(1) Subject to the provisions of the Companies Act, 2013, the issuer shall, after filing the red herring prospectus (in case of a book built issue) or prospectus (in case of fixed price issue) with the Registrar of Companies, make a pre-issue and price band advertisement in the same newspapers in which the public announcement under sub-regulation (2) of Regulation 26 was published.]

44 · . (1) Subject to the compliance with the provisions of the Companies Act, 2013, a public issue may be opened within twelve months from the date of issuance of the observations by the Board under regulation 25;

94 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (1) read as under,-

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

96 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f 08.03.2025 . Prior to the omission, the proviso read as under:

45 · (1) The minimum subscription to be received in the issue shall be at least ninety per cent. of the offer through the offer document, except in case of an offer for sale of specified securities:

46 · (1) Except as otherwise provided in these regulations, an initial public offer shall be kept open for at least three working days and not more than ten working days.

47 · (1) A person shall not make an application in the net offer category for a number of specified securities that exceeds the total number of specified securities offered to the public.

97 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

98 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "fifteen days".

99 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

100 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024 for the words "three working days".

48 · If the issuer proposes to receive subscription monies in calls, it shall ensure that the outstanding subscription money is called within twelve months from the date of allotment in the issue and if any applicant fails to pay the call money within the said twelve months, the equity shares on which there are calls in arrears along with the subscription money already paid on such shares shall be forfeited: Provided that it shall not be necessary to call the outstanding subscription money within twelve months, if the issuer has appointed a monitoring agency in terms of regulation 41.

49 · (1) The issuer shall not make an allotment pursuant to a public issue if the number of prospective allottees is less than one thousand.

101 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

102 · [(4A) The allotment of specified securities to each non-institutional investor shall not be less than the minimum application size, subject to the availability of shares in non-institutional investors' category, and the remaining shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of these regulations.]

50 · (1) The issuer and lead manager(s) shall ensure that the specified securities are allotted and/or application monies are refunded or unblocked within such period as may be specified by the Board.

51 · (1) The lead manager(s) shall ensure that an advertisement giving details relating to subscription, basis of allotment, number, value and percentage of all applications including

102 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

52 · (1) The responsibility of the lead manager(s) shall continue until completion of the issue process and for any issue related matter thereafter.

53 · (1) The lead manager(s) shall confirm to the bankers to the issue by way of copies of listing and trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue.

106 · [Reporting of transactions of the promoters and promoter group and other pre-IPO transactions

54 · (1) The issuer shall ensure that all transactions in securities by the promoters and promoter group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twenty-four hours of such transactions.

104 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "eight days".

105 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "eighth day".

106 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 . Prior to the substitution, Regulation 54 read as under:

54 · The issuer shall ensure that all transactions in securities by the promoter and promoter group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twenty four hours of such transactions. "

55 · The lead manager(s) shall submit a final post-issue report as specified in Part A of Schedule XVII, along with a due diligence certificate as per the format specified in Form F of Schedule V, within seven days of the date of finalization of basis of allotment or within seven days of refund of money in case of failure of issue.

56 · An issuer shall not make any further issue of specified securities in any manner whether by way of public issue, rights issue, preferential issue, qualified institutions placement, issue of bonus shares or otherwise, except pursuant to an employee stock option scheme 107 [or a stock appreciation right scheme], during the period between the date of filing the draft offer document and the listing of the specified securities offered through the offer document or refund of application monies, unless full disclosures regarding the total number of specified securities or amount proposed to be raised from such further issue are made in such draft offer document or offer document, as the case may be.

57 · (1) An issuer may provide a green shoe option for stabilising the post listing price of its specified securities, subject to the following:

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

58 · The issuer shall not alter the terms including the terms of issue of specified securities which may adversely affect the interests of the holders of that specified securities, except with the consent in writing of the holders of not less than three-fourths of the specified securities of that class or with the sanction of a special resolution passed at a meeting of the holders of the specified securities of that class.

59 · The promoters, or shareholders in control of an issuer, shall provide an exit offer to dissenting shareholders as provided for in the Companies Act, 2013, in case of change in objects or variation in the terms of contract related to objects referred to in the offer document as per conditions and manner is provided in Schedule XX;

108 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word and symbol "Chapter VII".

59A · In this Chapter, unless the context otherwise requires,—

59B · (1) In lieu of an initial public offer of specified securities on the Main Board under Chapter-II of these regulations, the issuer may make an initial public offer of specified securities in accordance with the provisions of this Chapter .

59C · . (1) Prior to making an initial public offer, the issuer may file three copies of the draft offer document with the Board, in accordance with Schedule IV , along with fees as specified in Schedule III, through the lead manager(s).

109 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

109 · [CHAPTER IIA

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

111 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word "filing".

112 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

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

59D · . (1) Notwithstanding anything to the contrary contained in the provisions of this Chapter, a n issuer may interact with the qualified institutional buyers for limited marketing of the intended issue from the time of pre-filing the draft offer document till the Board issues any observations on such pre-filed draft offer document .

59E · . (1) Notwithstanding anything contained in any other provisions of these regulations, subject to intimation to the Board and the stock exchanges, an issuer opting for initial public offer through pre -filing the draft offer document in terms of the provisions of this Chapter shall , till the Board

114 · [(ii) outstanding stock appreciation rights granted to employees pursuant to a stock appreciation right scheme, which are fully exercised for equity shares prior to the filing of the red herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be, disclosures regarding such stock appreciation rights and the scheme and the total number of equity shares resulting from the exercise of such rights are made in the draft offer document and offer document;]

115 · [(iii)] Existence of fully paid-up outstanding convertible securities which are required to be converted on or before the date of filing of the red herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be;

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

115 · Renumbered by the by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.08.03.2025. Prior to its renumbering, it read as "(ii)".

116 · [Reference date

60 · Unless otherwise provided in this Chapter, an issuer offering specified securities through a rights issue shall satisfy the conditions of this Chapter at the time of filing the draft letter of offer with the stock exchange(s), and at the time of filing the letter of offer with the Board and the stock exchange(s).]

61 · An issuer shall not be eligible to make a rights issue of specified securities:

116 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 . Prior to the substitution, Regulation 60 read as under,-

60 · . Unless otherwise provided in this Chapter, an issuer offering specified securities of aggregate value of fifty crores rupees or more, through a rights issue shall satisfy the conditions of this Chapter at the time of filing the draft letter of offer with the Board and also at the time of filing the final letter of offer with the stock exchanges, as the case may be. "

119 · [d) if the equity shares of the issuer are suspended from trading as a disciplinary measure as on the reference date.]

122 · [Explanation -For the purpose of this regulation 'finance for the specific project' shall mean finance of capital expenditures only.]

117 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the symbol " . ".

118 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the symbol " . ".

119 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

120 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to its substitution, it read as "promoters or directors of the issuer".

121 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the word " Board".

122 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020.

123 · [(2A) The amount for:

128 · [(4) Where the issuer has issued SR equity shares to its promoters or founders, then such a SR shareholder shall not renounce their rights and the SR shares received in a rights issue shall

123 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

124 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words " draft offer document and the offer document".

125 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words " draft offer document and the offer document".

126 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

127 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

128 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

63 · (1) In addition to other requirements laid down in these regulations, an issuer making a rights issue of convertible debt instruments shall also comply with the following conditions:

64 · (1) The non-convertible portion of partly convertible debt instruments issued by a listed issuer, the value of which exceeds ten crore rupees, may be rolled over, subject to compliance with the provisions of the Companies Act, 2013 and the following conditions:

65 · (1) An issuer shall not convert its optionally convertible debt instruments into equity shares unless the holders of such convertible debt instruments have sent their positive consent to the issuer and non -receipt of reply to any notice sent by the issuer for this purpose shall not be construed as consent for conversion of any convertible debt instruments.

66 · An issuer shall not issue convertible debt instruments for financing or for providing loans to or for acquiring shares of any person who is part of the promoter group or group companies:

67 · An issuer shall be eligible to issue warrants subject to the following:

68 · (1) The issuer shall announce a record date for the purpose of determining the shareholders eligible to apply for specified securities in the proposed rights issue for such period as may be specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

132 · [***]

133 · [***]

134 · [(4) The issuer shall appoint intermediaries which are registered with the Board after assessing the capability of intermediaries to carry out their obligations.]

129 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to its substitution, it read as "APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND COMPLIANCE OFFICER".

130 · The words "LEAD MANAGERS AND OTHER" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

131 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f 08.04.2025 . Prior to the omission, the sub -regulation (1) read as under,-

132 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f 08.04.2025 . Prior to the omission, the sub -r egulation (2) read as under,-

133 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f 08.04.2025 . Prior to the omission, sub -regulation (3) read as under,-

134 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its substitution, sub-regulation (4) read as under,-

135 · The words, symbols and numerals " lead manager(s) in the format specified in Schedule II and also enter into agreements with other" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

136 · The words and symbols " lead manager(s), other" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

137 · The words, numbers, and symbols "or the Companies Act, 1956 (to the extent applicable)" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

139 · [***]

70 · (1) The draft letter of offer and letter of offer shall contain all material disclosures which are true and adequate to enable the applicants to take an informed investment decision.

138 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the symbol " ;".

139 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f 08.04.2025 . Prior to the omission, the proviso read as under,-

140 · Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to its omission, it read as:

141 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words, symbols and figures " Part B or Part B -1 of Schedule VI, as applicable".

142 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (3) read as under,-

143 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (4) read as under,-

147 · [(7) In the letter of offer 148 [***], the issuer shall disclose the process of credit of rights entitlements in the demat account and renunciation thereof.]

149 · [Filing of the draft letter of offer and letter of offer

144 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbols " lead manager(s)".

145 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol " , letter of offer and abridged letter of offer".

146 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

147 · Omitted by by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019.

148 · The words "and the abridged letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

149 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 . Prior to the substitution, Regulation 71 read as under:

71 · (1) Prior to making a rights issue, the issuer shall, except in case of a fast track issue, file a draft letter of offer, with the Board, in accordance with Schedule IV, along with fees as specified in Schedule III, with the Board and with the stock exchange(s), through the lead manager(s).

71 · (1) The issuer shall file the draft letter of offer with the stock exchange(s) and shall submit to such stock exchange(s) the following:

150 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (1) read as under,-

151 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (2) read as under,-

73 · (1) The issuer shall decide the issue price 155 [***] before determining the record date, which shall be determined in consultation with the designated stock exchange.

74 · (1) The issuer shall make a rights issue of equity shares only if it has made reservation of equity shares of the same class in favour of the holders of outstanding compulsorily convertible debt instruments, if any, in proportion to the convertible part thereof.

152 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (3) read as under,-

153 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbols " issuer and the lead manager(s) shall ensure that the letters of offer".

154 · The words and symbols " lead manager(s) and the" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

155 · The words and symbols " , in consultation with the lead manager(s) , " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

156 · The words "or warrants" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

157 · [Provided that for the purposes of offering such rights entitlements, the issuer company shall not be required to credit rights entitlements.]

159 · [Letter] of offer

75 · (1) 160 [***]

162 · [ASBA.

76 · An applicant to the rights issue shall do so only through the ASBA facility, which facility shall be provided by the issuer in the manner specified by the Board:

157 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020.

158 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (3) read as under,-

159 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words " Abridged letter " .

160 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (1) read as under,-

161 · The word " abridged" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

162 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019. Prior to its substitution, Reg. 76 read as follows,-

76 · The issuer shall provide the ASBA facility in the manner specified by the Board where not more than one payment option is provided.

77 · (1) The 163 [issuer] shall ensure availability of the letter of offer and other issue material including application forms with stock exchanges, registrar to issue, registrar and share transfer agents, depository participants, stock brokers, underwriters, bankers to the issue, investors' associations and self certified syndicate banks before the opening of the issue.

167 · [Credit of rights entitlements and allotment of specified securities.

77A · (1) The rights entitlements shall be credited to the demat account of the shareholders before the date of opening of the issue.

168 · [Allotment to Specific Investors

77B · (1) For the purpose of this chapter, specific investor would mean any investor who is eligible to participate in rights issue of the issuer and-

163 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbols " lead manager(s)".

164 · The word " abridged" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

165 · Substituted for the words "registered post" by the Securities and Exchange Board of India (Substitution of Registered Post with Speed Post) (Amendment) Regulations, 2025, w.e.f. 05-12-2025.

166 · The words and symbols "or lead manager(s)" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

167 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019.

168 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

78 · (1) Shareholders who have not received the application form may make an application in writing on a plain paper, along with the requisite application money.

169 · [Provided that SCSBs shall accept such application forms only if all details required for making the application as per these regulations are specified in the plain paper application.]

79 · Any person connected with the issue, shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the rights issue, except for fees or commission for services rendered in relation to the issue.

170 · [***]

169 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020.

170 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. Prior to its omission, Regulation 80 read as follows-

80 · (1) The issuer shall, before the opening of the subscription list, deposit with the designated stock exchange, an amount calculated at the rate of one per cent. of the issue size in the manner specified by the Board and/or stock exchange(s).

81 · (1) If the issuer desires to have the issue underwritten, 171 [it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters:]

82 · (1) 173 [The] issuer shall make arrangements for the use of proceeds of the issue to be monitored by a 174 [credit rating agency registered with the Board:]

171 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words, numbers and symbols "it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993.".

172 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (2) read as under,-

173 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol " If the issue size exceeds one hundred crore rupees, the".

174 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbol "public financial institution or by a scheduled commercial bank named in the letter of offer as a banker of the issuer:".

175 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "at least ninety five per cent".

176 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020.

177 · The words and symbols " ", excluding the proceeds raised for general corporate purposes," omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

83 · All public communication, publicity materials, advertisements and research reports shall comply with the provisions of Schedule IX .

84 · (1) The issuer shall issue an advertisement in at least one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation, at the place where registered office of the issuer is situated 178 [and also give an intimation to the stock exchanges for dissemination on their websites], at least 179 [two] days before the date of opening of the issue, disclosing the following:

181 · [a statement that if the shareholders entitled to receive the rights entitlements have neither received the original application forms nor are in a position to obtain the form; they may make an application through the form available on the website of Registrar, stock exchanges 182 [**] or in writing on a plain paper to subscribe to the Rights Issue along with a format specifying therein the necessary particulars such as name, address, ratio of rights issue, issue price, number of equity shares held, ledger folio numbers, depository participant ID, client ID, number of equity shares entitled and applied for, additional shares if any, and the amount to be blocked with SCSB along with the application];

178 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019.

179 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 for the word "three", w.e.f. 26.12.2019.

180 · The words "abridged" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

181 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to substitution clause (c) read as follows,-

182 · The words " or lead managers" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

183 · [***]

184 · [f) details of the specific investor(s):

186 · [Opening of the issue

85 · Subject to the compliance with the provisions of the Companies Act, 2013, a rights issue may be opened within such period as may be specified by the Board from time to time.]

183 · Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to its omission, it read as:

184 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

185 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol " lead manager(s)".

186 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its substitution, Regulation 85 read as under,-

85 · . Subject to the compliance with the provisions of the Companies Act, 2013, a rights issue may be opened within twelve months from the date of issuance of the observations by the Board under regulation 71.

86 · (1) The minimum subscription to be received in the issue shall be at least ninety per cent. of the offer through the offer document.

187 · [Provided that minimum subscription criteria shall not be applicable to an issuer if:

87 · The rights issue shall be kept open for subscription for 190 [such period as may be specified by the Board from time to time] 191 [and no withdrawal of application shall be permitted after the issue closing date] .

88 · The issuer shall give one of the following payment options to all the shareholders for each type of instrument:

187 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020.

188 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

189 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "fifteen days".

190 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words " a minimum period of seven days and for a maximum period of thirty days".

191 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019.

192 · [Provided further that payment of balance money in calls, outside the issue period, may be through electronic banking modes.]

89 · If the issuer proposes to receive subscription monies in calls, it shall ensure that the outstanding subscription money is called within twelve months from the date of allotment in the issue and if any applicant fails to pay the call money within the said twelve months, the equity shares on which there are calls in arrear along with the subscription money already paid on such shares shall be forfeited:

90 · (1) The issuer shall not make any allotment in excess of the specified securities offered through the letter of offer 193 [, except as provided in regulation 74(1) and (2)] .

192 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019.

193 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020.

194 · [d) Allotment to any specific investor(s) disclosed by the issuer in terms of these regulations before opening of the issue, provided that there is an under-subscribed portion after making full allotment as per clauses (a), (b) and (c).]

91 · (1) The issuer 196 [***] shall ensure that the specified securities are allotted and/or application monies are refunded or unblocked within such period as may be specified by the Board.

92 · (1) The 199 [issuer] shall ensure that an advertisement giving details relating to subscription, basis of allotment, number, value and percentage of all applications including ASBA, number, value and percentage of successful allottees for all applications including ASBA, date of completion of despatch of refund orders, as applicable, or instructions to self- certified syndicate banks by the Registrar, date of despatch of certificates or date of credit of specified securities, as applicable, and date of filing of listing application, etc. is released within ten days from the date of completion of the various activities in at least one English national daily newspaper with wide

194 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

195 · The words and symbols " lead manager(s) and" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

196 · The words and symbols " and lead manager(s)" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

197 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol " lead manager(s)".

198 · The words and symbols " and the lead manager(s) shall ensure the same" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

199 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol " lead manager(s)".

93 · (1) 201 [***]

200 · The words and symbols " of the lead manager(s)" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

201 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (1) read as under,-

202 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol " lead manager(s)".

203 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol " lead manager(s) " .

204 · The words "the securities certificates" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

205 · The words "the listing agreement is entered into by the issuer with the stock exchange and" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

206 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol " lead manager(s) " .

207 · Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to omission it read as "collecting bank branches and/ or" .

208 · Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to omission it read as "despatch of security certificates or" .

94 · (1) The 212 [issuer] shall confirm to the bankers to the issue by way of copies of listing and trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue.

209 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

211 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

212 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

213 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "seven days".

214 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "eight days".

215 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "eighth day".

216 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol " lead manager(s) " .

217 · [Reporting of transactions of the promoters and promoter group and other pre-issue transactions

95 · (1) The issuer shall ensure that all transactions in securities by the promoters and promoter group between the date of filing of draft letter of offer or letter of offer, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twenty-four hours of such transactions.

96 · The 218 [issuer] shall submit post-issue reports as follows:

97 · An issuer shall not make any further issue of specified securities in any manner whether by way of public issue, rights issue, preferential issue, qualified institutions placement, issue of

217 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to the substitution, Regulation 95 read as under,-

95 · . The issuer shall ensure that all transactions in securities by the promoters and promoter group between the date of filing of the draft letter of offer or letter of offer, as the case may be, and the date of closure of the issue shall be reported to the stock exchanges where the specified securities of the issuer are to be listed, within twenty four hours of such transactions."

218 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol " lead manager(s) " .

220 · [***]

221 · [***] during the period between the date of filing the draft letter of offer with the 222 [stock exchanges(s)] and the listing of the specified securities offered through the letter of offer or refund of application monies;

98 · The issuer shall not alter the terms (including the terms of issue) of specified securities which may adversely affect the interests of the holders of those specified securities, except with the consent in writing of the holders of not less than three-fourths of the specified securities of that class or with the sanction of a special resolution passed at a meeting of the holders of the specified securities of that class.

223 · [***]

219 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

220 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f 08.04.2025 . Prior to the omission, clause (a) read as under:

221 · The words and symbol " in case of other issues," omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

222 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the word "Board".

223 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 . Prior to its omission, Regulation 99 read as under,-

99 · (1) Unless otherwise specified, nothing contained in sub-regulations (1), (2), (4) and (5) of regulation 71 shall apply if the issuer satisfies the following conditions for making a rights issue through the fast track route - a) the equity shares of the issuer have been listed on any stock exchange for a period of at least three years immediately preceding the reference date;

224 · [ *** ]

101 · Unless otherwise provided in this Chapter, an issuer making a further public offer of specified securities shall satisfy the conditions of this Chapter as on the date of filing of the draft offer document with the Board and also as on the date of 225 [filing] the offer document with the Registrar of Companies.

102 · An issuer shall not be eligible to make a further public offer:

224 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 . Prior to its omission, Regulation 100 read as under,-

100 · . (1) The issuer shall file the letter of offer in accordance with sub-regulation 8 and 9 of regulation 71 and shall pay fees to the Board as specified in Schedule III .

225 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

226 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

103 · 227[(1) An issuer shall be eligible to make a further public offer, if it has not changed its name in the last one year period immediately preceding the date of filing the relevant offer document:

104 · (1) An issuer making a further public offer shall ensure that -

227 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, sub-regulations (1) and (2) read as follows:

228 · [Explanation. - For the purposes of this regulation "finance for the specific project" shall mean finance for capital expenditures only.]

229 · [(3) The amount for:

228 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

229 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

105 · Only such fully paid-up equity shares may be offered for sale to public which have been held by the selling shareholder(s) for a period of at least one year prior to the filing of the draft offer document:

230 · [Provided that in case the equity shares received on conversion or exchange of fully paid-up compulsorily convertible securities including depository receipts are being offered for sale, the holding period of such convertible securities, including depository receipts, as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period referred in this sub-regulation.

231 · [b) if the equity shares or equity shares arising out of conversion of fully paid-up compulsorily convertible securities are offered for sale where such equity shares or fully paid-up compulsorily convertible securities were acquired pursuant to any scheme approved by a High Court or approved by a Tribunal or the Central Government under sections 230 to 234 of the Companies Act, 2013, as applicable, in lieu of business and invested capital, which had been in existence for a period of more than one year prior to approval of such scheme;]

230 · The existing second proviso was placed before the existing first proviso by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

231 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025 . Prior to the substitution, clause b) read as follows:

106 · An issuer shall be eligible to make a further public offer of convertible debt instruments if its equity shares are already listed;

107 · (1) In addition to other requirements laid down in these regulations, an issuer making a public issue of convertible debt instruments shall also comply with the following conditions:

232 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word "shared".

108 · The non -convertible portion of partly convertible debt instruments issued by a listed issuer, the value of which exceeds ten crore rupees, may be rolled over, subject to compliance with the provisions of the Companies Act, 2013 and the following conditions:

109 · (1) The issuer shall not convert its optionally convertible debt instruments into equity shares unless the holders of such convertible debt instruments have sent their positive consent to the issuer and non -receipt of reply to any notice sent by the issuer for this purpose shall not be construed as consent for conversion of any convertible debt instruments.

110 · An issuer shall not issue convertible debt instruments for financing or for providing loans to or for acquiring shares of any person who is part of the promoter group or group companies: Provided that an issuer shall be eligible to issue fully convertible debt instruments for these purposes if the period of conversion of such debt instruments is less than eighteen months from the date of issue of such debt instruments.

111 · An issuer shall be eligible to issue warrants in a further public offer subject to the following conditions:

112 · The requirements of minimum promoters’ contribution shall not apply in case of:

233 · [(b) where the equity shares of the issuer are frequently traded on a stock exchange for a period of at least three years immediately preceding the reference date, and:

233 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, w-e-f 08.01.2021 . Prior to its substitution, the provision read as under:

113 · (1) The promoters shall contribute in the public issue as follows:

234 · [(5) The SR equity shares of promoters, if any, shall be eligible towards computation of minimum promoters' contribution.]

234 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

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

114 · (1) For the computation of minimum promoters' contribution, the following specified securities shall not be eligible:

115 · The specified securities held by the promoters shall not be transferable (hereinafter referred to as "locked -in") for the periods as stipulated hereunder:

238 · [Provided that in case the majority of the issue proceeds excluding the portion of offer for sale is proposed to be utilized for capital expenditure, then the lock-in period shall be three years from the date of allotment in the initial public offer.]

236 · The words, numbers and symbols "under section 391 to 394 of the Companies Act, 1956" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

237 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words "three years from the date of commencement of commercial production or from the date of allotment in the further public offer, whichever is later; "

238 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021.

240 · [ Provided that in case the majority of the issue proceeds excluding the portion of offer for sale is proposed to be utilized for capital expenditure, then the lock-in period shall be one year from the date of allotment in the initial public offer . ]

241 · [(c) The SR equity shares shall be under lock-in until their conversion to equity shares having voting rights same as that of ordinary shares, provided they are in compliance with the other provisions of these regulations.]

242 · [***]

243 · [Explanation: For the purpose of this regulation, "capital expenditure" shall include civil work, m iscellaneous fixed assets, purchase of land, building and plant and machinery, etc . 244 [and repayment of existing loan(s) that may have been taken for the purpose of such capital expenditure.]]

116 · The lock -in provisions of this part shall not apply with respect to the specified securities lent to stabilising agent for the purpose of green shoe option, during the period starting from the date of lending of such specified securities and ending on the date on which they are returned to the lender in terms of sub -regulation (5) or (6) of regulation 153:

239 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words "one year".

240 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021.

241 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

242 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, w-e-f 08.01.2021 . Prior to the omission the proviso read as under:

243 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the following –

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

117 · Where the specified securities which are subject to lock-in are partly paid-up and the amount called -up on such specified securities is less than the amount called-up on the specified securities issued to the public, the lock-in shall end only on the expiry of 245 [eighteen months] after such specified securities have become pari passu with the specified securities issued to the public.

118 · The certificates of specified securities which are subject to lock-in shall contain the inscription "non- transferable" and specify the lock-in period and in case such specified securities are dematerialised, the issuer shall ensure that the lock -in is recorded by the depository.

119 · Specified securities 246 [, except SR equity shares,] held by the promoters and locked in may be pledged as collateral security for a loan granted by a scheduled commercial bank or a public financial institution or a systemically important non-banking finance company or a housing finance company, subject to the following:

120 · Subject to the provisions of the Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 2011, the specified securities 247 [, except SR equity shares,] held by the promoters and locked-in as per regulation 115 may be transferred to another promoter or any person of the promoter group or a new promoter or a person in control of the issuer:

245 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words "three years".

246 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

247 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

121 · (1) The issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue.

122 · (1) The draft offer document and the offer document shall contain all material disclosures which are true and adequate to enable the applicants to take an informed investment decision.

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

123 · (1) Prior to making a further public offer, the issuer shall file three copies of the draft offer document 249 [with the Board], in accordance with Schedule IV, along with fees as specified in Schedule III, through the lead manager(s).

249 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022 for the words " w ith the concerned regional office of the Board under the jurisdiction of which the registered office of the issuer company is located" .

250 · Word "registering or " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 .

251 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

252 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

124 · (1) The draft offer document filed with the Board shall be made public for comments, if any, for a period of at least twenty one days from the date of 253 [publication of the public announcement under sub -regulation (2)], by hosting it on the websites of 254 [the issuer,] the Board, stock exchanges where specified securities are proposed to be listed and lead manager(s) associated with the issue.

125 · The disclosure about the face value of equity shares shall be made in the draft offer document, offer document, advertisements and application forms, along with the price band or the issue price in identical font size.

253 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word "filing".

254 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

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

126 · (1) The issuer may determine the price of equity shares, and in case of convertible securities, the coupon rate and the conversion price, in consultation with the lead manager(s) or through the book building process, as the case may be.

127 · (1) The issuer may mention a price or a price band in the offer document (in case of a fixed price issue) and a floor price or a price band in the red herring prospectus (in case of a book built issue) and determine the price at a later date before 256 [filing] the prospectus with the Registrar of Companies:

258 · [Provided that the cap of the price band shall be at least one hundred and five percent of the floor price.]

259 · [(4) The issuer shall announce the floor price or the price band at least two working days before the opening of the bid in the pre-issue and price band advertisement in the format specified under Part A of Schedule X in the same newspapers in which the public announcement under sub-regulation (2) of Regulation 124 was published.]

256 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

257 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registered".

258 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

259 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (4) read as under,-

128 · (1) The issuer may offer its specified securities at different prices, subject to the following:

129 · (1) In an issue made through the book building process under sub-regulation (1) of regulation 103, the allocation in the net offer category shall be as follows:

260 · [(3A) In an issue made through book building process, the allocation in the non-institutional investors' category shall be as follows:

260 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

130 · (1) The issuer may make reservations on a competitive basis out of the issue size excluding promoters' contribution in favour of the following categories of persons:

131 · (1) The abridged prospectus shall contain the disclosures as specified in Part E of Schedule VI and shall not contain any matter extraneous to the contents of the offer document.

132 · The issuer shall accept bids using only the ASBA facility in the manner specified by the Board.

133 · The lead manager(s) shall ensure availability of the offer document and other issue material including application forms to stock exchanges, syndicate members, registrar to issue, registrar and share transfer agents, depository participants, stock brokers, underwriters, bankers to the issue, investors' associations and self certified syndicate banks before the opening of the issue.

134 · Any person connected with the issue, shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for services rendered in relation to the issue.

261 · [***]

261 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. Prior to its omission, Regulation 135 read as follows-

262 · [ Underwriting

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

135 · (1) The issuer shall, before the opening of the subscription list, deposit with the designated stock exchange, an amount calculated at the rate of one per cent. of the issue size available for subscription to the public in the manner specified by the Board and/or the stock exchange(s).

262 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023. Prior to its substitution, regulation 136 read as follows,-

136 · (1) If the issuer making a further public offer, other than through the book building process, desires to have the issue underwritten, it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters.

137 · (1) If the issue size, excluding the size of offer for sale by selling shareholders, exceeds one hundred crore rupees, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a 263 [credit rating agency registered with the Board:]

263 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbol "public financial institution or by a scheduled commercial bank named in the offer document as the bankers of the issuer: "

138 · All public communication, publicity materials, advertisements and research reports shall comply with provisions of Schedule IX .

139 · . 266 [(1)Subject to the provisions of the Companies Act, 2013, the issuer shall, after filing the red herring prospectus (in case of a book built issue) or prospectus (in case of fixed price issue) with the Registrar of Companies, make a pre-issue and price band advertisement in the same newspapers in which the public announcement under sub-regulation (2) of Regulation 124 was published.]

268 · [***]

264 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "at least ninety five per cent."

265 · The words and symbols ", excluding the proceeds raised for general corporate purposes," omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

266 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (1) read as under,-

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

268 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its omission, the proviso read as under,-

140 · (1) Subject to the compliance with the provisions of the Companies Act, 2013, a public issue may be opened within twelve months from the date of issuance of the observations by the Board under sub -regulation (4) of regulation 123; or

141 · (1) The minimum subscription to be received in the issue shall be at least ninety per cent. of the offer through the offer document, except in case of an offer for sale of specified securities.

142 · (1) Except as otherwise provided in these regulations, a further public issue shall be kept open for at least three working days and not more than ten working days.

269 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

270 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "fifteen days".

143 · (1) A person shall not make an application in the net offer category for a number of specified securities that exceeds the total number of specified securities offered to public.

144 · If the issuer proposes to receive subscription monies in calls, it shall ensure that the outstanding subscription money is called within twelve months from the date of allotment in the issue and if any

271 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

272 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024 for the words "three working days "

145 · (1) The issuer shall not make an allotment pursuant to a public issue if the number of prospective allottees is less than one thousand.

274 · [(4A) The allotment of specified securities to each non-institutional investor shall not be less than the minimum application size, subject to the availability of shares in non-institutional investors' category, and the remaining shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of these regulations.]

273 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

274 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

146 · (1) The issuer and lead manager(s) shall ensure that specified securities are allotted and/or application monies are refunded or unblocked within such period as may be specified by the Board.

147 · (1) The lead manager(s) shall ensure that advertisement giving details relating to subscription, basis of allotment, number, value and percentage of all applications including ASBA, number, value and percentage of successful allottees for all applications including ASBA, date of completion of despatch of refund orders, as applicable, or instructions to self-certified syndicate banks by the registrar, date of credit of specified securities and date of filing of listing application, etc. is released within ten days from the date of completion of the various activities in at least one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation at the place where registered office of the issuer is situated.

148 · (1) The responsibility of the lead manager(s) shall continue until completion of issue process and for any issue related matter thereafter.

149 · (1) The lead manager(s) shall confirm to the bankers to the issue by way of copies of listing and trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue .

275 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "seven days".

276 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "eighth day".

277 · [Reporting of transactions by the promoters and promoter group and other pre-offer transactions

150 · (1) The issuer shall ensure that all transactions in securities by the promoters and promoter group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twentyfour hours of such transactions.

151 · The lead manager(s) shall submit a final post-issue report as specified in Part A of Schedule XVII, along with a due diligence certificate as per the format specified in Form F of Schedule V , within seven days of the date of finalization of basis of allotment or within seven days of refund of money in case of failure of issue.

152 · An issuer shall not make any further issue of specified securities in any manner whether by way of public issue, rights issue, preferential issue, qualified institutions placement, issue of bonus shares or otherwise, except pursuant to an employee stock option scheme 278 [or a stock appreciation right scheme]:

277 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 . Prior to the substitution, Regulation 150 read as under:

150 · . The issuer shall ensure that all transactions in securities by the promoters and promoter group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchanges, within twenty four hours of such transactions. "

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

153 · (1) An issuer may provide green shoe option for stabilising the post listing price of its specified securities, subject to the following:

279 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

154 · An issuer shall not alter the terms, including the terms of issue, of specified securities which may adversely affect the interests of the holders of that specified securities, except with the consent in writing of the holders of not less than three-fourths of the specified securities of that class or with the sanction of a special resolution passed at a meeting of the holders of the specified securities of that class.

155 · Sub -regulations (1), (2), (3), ( 4) and ( 5) and (9) of regulation 123 shall not apply if the issuer satisfies the following conditions for making a further public offer through the fast track route:

280 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "letter of offer".

281 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "letter of offer".

282 · [that no show-cause notices, excluding proceedings for imposition of penalty, have been issued by the Board and pending against the issuer or its promoters or whole time directors as on the reference date:

283 · [if the issuer or the promoter or the promoter group or the director of the issuer has settled any alleged violations of securities laws through the settlement mechanism of the Board in the past three years immediately preceding the reference date, then the disclosure of such compliance of the settlement order, shall be made in the offer document;]

284 · [for audit qualifications, if any, in respect of any of the financial years for which accounts are disclosed in the offer document, the issuer shall provide the restated financial statements adjusting for the impact of the audit qualifications.

282 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, clause (h) read as follows:

283 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, clause (i) read as follows:

284 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, clause (l) read as follows:

156 · (1) The issuer shall file the offer document with the Board and the stock exchanges in accordance with sub -regulations (7) and (8) of regulation 123 and shall pay fees to the Board as specified in Schedule III .

157 · In case of further public offers, including under the fast track route , the promoters or shareholders in control of an issuer shall provide an exit offer to dissenting shareholders as provided for in the Companies Act, 2013, in case of change in objects or variation in the terms of contract related to objects referred to in the offer document as per conditions and manner is provided in Schedule XX;

285 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

158 · (1) The provisions of this Chapter shall not apply where the preferential issue of equity shares is made pursuant to:

287 · [Provided that the provisions of this chapter shall apply to conversion of a loan or an option attached to convertible debt instruments into equity shares as mentioned in clause (a) subject to the provisions of the proviso to sub-section (3) of section 62 of the Companies Act, 2013.]

286 · The words, numbers and symbols " (3) and (4) of sections 81 of the Companies Act, 1956 or sub-section" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

287 · Inserted by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

288 · Word "scheme" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, w-e-f 29.03.2019.

159 · (1) Preferential issue of specified securities shall not be made to any person who has sold or transferred any equity shares of the issuer during the 291 [90 trading days] preceding the relevant date:

289 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, w-e-f 29.03.2019.

290 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, w-e-f 29.03.2019. Prior to its omission, sub-regulation (7) read as follows,-

291 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "six months".

11 · of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to such a preferential allotment.

293 · [(4) An issuer shall not be eligible to make a preferential issue if it has any outstanding dues to the Board, the stock exchanges or the depositories:

292 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "six months".

293 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

160 · A listed issuer making a preferential issue of specified securities shall ensure that:

296 · [(f) the issuer has made an application seeking in-principle approval to the stock exchange(s), where its equity shares are listed, on the same day when the notice has been sent in respect of the general meeting seeking shareholders' approval by way of special resolution.]

161 · For the purpose of this Chapter, "relevant date" means:

294 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

295 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

296 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

162 · 297 (1) The tenure of the convertible securities of the issuer shall not exceed eighteen months from the date of their allotment.

298 · [(2) Upon exercise of the option by the allottee to convert the convertible securities within the tenure specified in sub-regulation (1), the issuer shall ensure that the allotment of equity shares pursuant to exercise of the convertible securities is completed within 15 days from the date of such exercise by the allottee.]

299 · [Monitoring agency

162A · (1) If the issue size exceeds one hundred crore rupees, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a credit rating agency registered with the Board:

297 · The existing text of regulation 162 renumbered as sub-regulation (1) of regulation 162 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

298 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

299 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

163 · (1) The issuer shall, in addition to the disclosures required under the Companies Act, 2013 or any other applicable law, disclose the following in the explanatory statement to the notice for the general meeting proposed for passing the special resolution:

302 · [(fa) the percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue]

300 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023 for the words " or key managerial personnel".

301 · The symbols and words " , the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

302 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

304 · [(j) the current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter.]

306 · [Explanation.—For the purposes of sub-regulation (2), the issuer shall also host the certificate on its website and provide a link for the same in the notice for the general meeting of the shareholders considering the proposed preferential issue.]

307 · [(3) Specified securities may be issued on a preferential basis for consideration other than cash:

164 · (1) If the equity shares of the issuer have been listed on a recognised stock exchange for a period of 309 [90 trading days] or more as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following:

303 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

304 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

305 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "its statutory auditors".

306 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

307 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

308 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

314 · [Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.]

309 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "twenty six weeks".

310 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "average of the weekly high and low of the".

311 · The words "during the twenty six weeks" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

312 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "average of the weekly high and low of the".

313 · The words "during the two weeks" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

314 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

315 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "twenty six weeks".

316 · The words, numbers and symbols "sections 391 to 394 of the Companies Act, 1956 or" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

317 · The words "weekly high and low of the" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

318 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "weekly high and low of the".

319 · [Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.]

323 · [Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.]

327 · [Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue:]

319 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

320 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "twenty six weeks".

322 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "twenty six weeks".

323 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

324 · The existing text of sub-regulation (4) renumbered as clause (a) of sub-regulation (4) by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

325 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "average of the weekly high and low of the".

326 · The words "during the two weeks" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

327 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

328 · [(b) no allotment shall be made, either directly or indirectly, to any qualified institutional buyer who is a promoter or any person related to the promoters of the issuer:

331 · [Pricing in preferential issue of shares of companies having stressed assets

164A · (1) In case of frequently traded shares, the price of the equity shares to be allotted pursuant to the preferential issue shall not be less than the 332 {10 trading days'} volume weighted average

328 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

329 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "twelve calendar months".

330 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "twenty six weeks".

331 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2020, w-e-f 22.06.2020 .

332 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "average of the weekly high and low of the".

333 · The words "during the two weeks" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

334 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

335 · [credit rating agency registered with the Board]:

335 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022 for the words " "public financial institution or by a scheduled commercial bank, which is not a related party to the issuer".

336 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022 for the words " until at least ninety five percent".

337 · [Optional pricing in preferential issue

164B · (1) In case of frequently traded shares, the price of the equity shares to be allotted pursuant to the preferential issue shall be determined by regulation 164 or regulation 164B, as opted for.

337 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2020, w-e-f 01.07.2020 .

165 · Where the shares of an issuer are not frequently traded, the price determined by the issuer shall take into account the valuation parameters including book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies: Provided that the issuer shall submit a certificate stating that the issuer is in compliance of this regulation, obtained from an independent 338 [registered] valuer to the stock exchange where the equity shares of the issuer are listed.

166 · 339 [(1)] The price determined for a preferential issue in accordance with 340 [, regulations 164, 164A, 164B or 165,], shall be subject to appropriate adjustments, if the issuer:

341 · [(2) The effect on the price of the equity shares of the issuer due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of the price for a preferential issue in accordance with regulations 164, 164A, 164B or 165 of these regulations.]

338 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

339 · Existing regulation renumbered as sub-regulation (1) by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024 .

340 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "regulation 164 or regulation 165".

341 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

342 · [Other conditions for pricing

166A · (1) Any preferential issue, which may result in a change in control or allotment of more than five per cent. of the post issue fully diluted share capital of the issuer, to an allottee or to allottees acting in concert, shall require a valuation report from an independent registered valuer and consider the same for determining the price:

167 · (1) The specified securities, allotted on a preferential basis to the promoters or promoter group and the equity shares allotted pursuant to exercise of options attached to warrants issued on a preferential basis to the promoters or the promoter group, shall be locked-in for a period of

342 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

343 · [18 months] from the date of trading approval granted for the specified securities or equity shares allotted pursuant to exercise of the option attached to warrant, as the case may be:

347 · [Provided that the lock-in provision shall not be applicable to the specified securities to the extent to achieve 10% public shareholding.]

343 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "three years".

344 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "three years".

345 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "one year".

346 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "one year".

347 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, w-e-f 08.01.2021 .

350 · [(7) Lock-in requirements for an allottee who has become a promoter due to change in control consequent to the preferential issue shall be the same as those applicable to the promoters and promoter group under this regulation.]

348 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

349 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "six months".

350 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

351 · [Pledge of locked-in specified securities

167A · Specified securities, except SR equity shares, held by the promoters and locked-in under the provisions of these regulations, may be pledged as collateral for a loan granted by a scheduled commercial bank or a public financial institution or a systemically important non-banking finance company or a housing finance company:

168 · (1) Subject to the provisions of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 2011, specified securities held by promoters and locked -in in terms of sub -regulation (1) of regulation 167, may be transferred among the promoters or the promoter group or to a new promoter or persons in control of the issuer:

169 · (1) Full consideration of specified securities other than warrants, shall be paid by the allottees at the time of allotment of such specified securities except in case of shares issued for consideration other than cash.

351 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

170 · (1) Allotment pursuant to the special resolution shall be completed within a period of fifteen days from the date of passing of such resolution:

171 · For the purpose of this Chapter:

352 · [(b)] "relevant date" means:

172 · (1) A listed issuer may make a qualified institutions placement of eligible securities if it satisfies the following conditions:

352 · Renumbered as "(b)" by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

353 · The words and symbols "sub-clause (ii) of" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

354 · The words, numbers and symbols " under sections 391 -394 of the Companies Act, 1956" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

355 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words, numbers and symbols "Securities Contracts (Regulation) 1957".

356 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2020, w-e-f 16.06.2020 for the words "six months".

173 · The promoters and members of the promoter group may make an offer for sale of fully paid up equity shares, through a qualified institutions placement, for the purpose of achieving minimum public shareholding in terms of the Securities Contracts (Regulation) Rules, 1957.

357 · [Monitoring agency

173A · (1) If the issue size, excluding the size of offer for sale by selling shareholders, exceeds one hundred crore rupees, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a credit rating agency registered with the Board:

357 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

174 · (1) An issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue.

175 · (1) The lead manager(s) shall exercise due diligence and shall satisfy themselves with all aspects of the Issue including the veracity and adequacy of disclosures in the offer document.

358 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

359 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

176 · (1) The qualified institutions placement shall be made at a price not less than the average of the weekly high and low of the closing prices of the equity shares of the same class quoted on the stock exchange during the two weeks preceding the relevant date:

360 · [(5) The effect on the price of the equity shares of the issuer due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub -regulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing

360 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

177 · The tenure of the convertible or exchangeable eligible securities issued through qualified institutions placement shall not exceed sixty months from the date of allotment.

178 · The eligible securities allotted under the qualified institutions placement shall not be sold by the allottee for a period of one year from the date of allotment, except on a recognised stock exchange.

179 · (1) The applicants in qualified institutions placement shall not withdraw or revise downwards their bids after the closure of the issue.

180 · (1) The minimum number of allottees for each placement of eligible securities made under this Chapter shall at least be:

181 · The provisions of this Chapter shall apply to an issue of Indian Depository Receipts (hereinafter referred to as "IDR") made in terms of the Companies Act, 2013 and Companies (Registration of Foreign Companies) Rules, 2014 .

182 · Unless otherwise provided in this Chapter, an issuer making a public issue of IDRs shall satisfy the conditions of this Chapter as on the date of filing draft offer document with the Board and also as on the date of 361 [filing] the offer document with the Registrar of Companies.

183 · (1) An issuer shall be eligible to make an issue of IDRs only if:

361 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

184 · (1) The issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue and shall also appoint other intermediaries, in consultation with the lead manager and shall enter into an agreement with the lead manager on the lines of format of agreement as specified in Schedule II .

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

185 · (1) The offer document shall contain all material disclosures which are true, correct and adequate to enable the applicants to take an informed investment decision.

186 · (1) Prior to making an initial public offer, the issuer shall file three copies of the draft offer document with the Board, in accordance with Schedule IV, along with fees as specified in Schedule III, through the lead manager(s).

187 · (1) The draft offer document filed with the Board shall be made public for comments, if any, for a period of at least twenty one days from the date of 364 [publication of the public announcement under sub -regulation (2)], by hosting it on the websites of 365 [the issuer,] the Board, stock exchanges where specified securities are proposed to be listed and lead manager(s) associated with the issue.

363 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

364 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word "filing".

365 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

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

188 · (1) The issuer may determine the price of the IDRs in consultation with the lead manager(s) or through the book building process, as the case may be.

189 · (1) The issuer may mention a price or a price band in the offer document (in case of a fixed price issue) and a floor price or a price band in the red herring prospectus (in case of a book built issue) and determine the price at a later date before 367 [filing] the prospectus with the Registrar of Companies:

369 · [(4) The issuer shall announce the floor price or the price band at least two working days before the opening of the issue in the pre-issue and price band advertisement in the format specified under Part A of Schedule X in the same newspapers in which the public announcement under sub-regulation (2) of Regulation 187 was published.]

367 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

368 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registered".

369 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (4) read as under,-

190 · (1) The issuer may offer its IDRs at different prices, subject to the following:

191 · (1) The procedure to be followed by each class of applicant shall be mentioned in the offer document.

192 · (1) The allocation in the issue shall be as follows:

193 · (1)The abridged prospectus shall contain the disclosures as specified in Part B of Schedule VIII and shall not contain any matter extraneous to the contents of the offer document.

194 · The issuer shall accept bids using only the ASBA facility in the manner specified by the Board.

195 · The lead manager(s) shall ensure availability of the offer document and other issue material including application forms to stock exchanges, syndicate members, registrar to issue, registrar and share transfer agents, depository participants, stock brokers, underwriters, bankers to the issue, investors' associations and self certified syndicate banks before the opening of the issue.

196 · Any person connected with the issue shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for services rendered in relation to the issue.

370 · [***]

198 · (1) If the issuer making an initial public offer of IDRs, other than through the book building process, desires to have the issue underwritten, 371 [it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters] .

199 · All public communication, publicity materials, advertisements and research reports shall comply with the provisions of Schedule IX, subject to the following:

370 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. Prior to its omission, Regulation 197 read as follows-

197 · (1) The issuer shall, before the opening of subscription list, deposit with the designated stock exchange, an amount calculated at the rate of one per cent. of the issue size available for subscription to the public in the manner specified by Board and/or stock exchange(s).

371 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words, numbers and symbols "it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993".

200 · (1)The issuer may release advertisements for issue opening and issue closing, which shall be in the formats specified in Parts B and C of Schedule X 372 [in the same newspapers in which the public announcement under sub-regulation (2) of Regulation 187 was published] .

201 · 373 [(1) Subject to the compliance with the provisions of the Companies Act, 2013, a public issue shall be opened within twelve months from the date of issuance of the observations by the Board under regulation 6.]

374 · []

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

373 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, sub-regulation (1) read as follows:

374 · Clause (a) of sub-regulation (1) of regulation 201 omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 . Prior to the omission, clause a) read as follows:

202 · (1) The minimum subscription to be received in the issue shall be at least ninety per cent. of the offer through the offer document.

375 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word "an".

376 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

377 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "fifteen days".

378 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "fifteen days".

379 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "fifteen days".

203 · (1) Except as otherwise provided in these regulations, an initial public offer of IDRs shall be kept open for at least three working days and not more than ten working days .

204 · (1) The issuer shall not make any allotment in excess of the specified securities offered through the offer document except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the designated stock exchange.

380 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

205 · . (1) The issuer shall ensure that the letters of allotment for the IDRs are issued simultaneously to all allottees and that in the event of it being impossible to issue letters of regret at the same time, a notice to that effect shall be issued in the media so that it appears on the morning after the letters of allotment have been despatched.

206 · (1) The lead manager(s) shall ensure that advertisement giving details relating to subscription, basis of allotment, number, value and percentage of all applications including ASBA, number, value and percentage of successful allottees for all applications including ASBA, date of completion of despatch of refund orders, as applicable, or instructions to self-certified syndicate banks by the registrar, date of credit of the IDRs and date of filing of listing application, etc. is released within ten days from the date of completion of the various activities in at least one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation.

207 · (1) The responsibility of the lead manager(s) shall continue until completion of the issue process and for any issue related matter thereafter.

208 · (1) The lead manager(s) shall confirm to the bankers to the issue by way of copies of listing and trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue .

382 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

385 · [Reporting of transactions by the promoters and promoter group and other pre-IPO transactions

209 · (1) The issuer shall ensure that all transactions in securities by the promoters and promoter group during the period between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twenty-four hours of such transactions.

210 · The lead manager(s) shall submit a final post-issue report on the lines of Parts A of Schedule XVII, along with a due diligence certificate as per the format specified in Form F of Schedule V , within seven days of the date of finalisation of basis of allotment or within seven days of refund of money in case of failure of issue.

211 · . The IDRs shall be fungible into the underlying equity shares of the issuer in the manner specified by the Board and Reserve Bank of India, from time to time.

212 · In addition to compliance with Chapter VII, wherever applicable, a listed issuer offering IDRs through a rights issue shall satisfy the conditions specified in this Chapter at the time of filing the offer document:

385 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to the substitution, Regulation 209 read as under:

209 · (1) The issuer shall ensure that all transactions in securities by the promoters and promoter group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchanges within twenty four hours of such transactions."

213 · An issuer shall not be eligible to make a rights issue of IDRs if –

214 · The issuer shall ensure that it has made an application to all the stock exchanges in India, where its IDRs are already listed, for listing of the IDRs to be issued by way of rights and has chosen one of them as the designated stock exchange, in terms of Schedule XIX.

215 · Unless the laws of the home jurisdiction of the issuer otherwise provide, the rights issue shall be deemed to include a right exercisable by the person concerned to renounce the IDRs offered to the IDR holder in favour of any other person subject to applicable laws and the same shall be disclosed in the offer document.

216 · The domestic depository shall, in accordance with the depository agreement executed with the issuer at the time of initial offering of IDR, take such steps as are necessary to enable the IDR holders to have entitlements under the rights offering and issue additional IDRs to such IDR holders, distribute the rights to the IDR holders or renouncees or arrange for the IDR holders or renouncees to subscribe for any additional rights which are available due to lack of take-up by other holders of underlying shares.

217 · (1) An issuer making a rights issue of IDRs shall, in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the issuer shall announce a record date for the purpose of determining the shareholders eligible to apply for IDRs in the proposed rights issue.

218 · (1) The offer document for the rights offering shall contain disclosures as required under the home country regulations of the issuer.

219 · (1) The issuer shall appoint one or more merchant bankers, which are registered with the Board, as a lead manager(s) to the issue and shall also appoint other intermediaries, in consultation with the lead manager, to carry out the obligations relating to the issue.

386 · [(2)The issuer shall also appoint a person qualified to be a company secretary as the compliance officer who shall ensure compliance with the obligations under this Chapter, and shall function from within the territorial limits of India.]

386 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (2) read as under,-

220 · (1) The issuer shall, through the lead manager(s), file the draft offer document prepared in accordance with the home country requirements along with an addendum containing disclosures as specified in Part C of Schedule VIII with the Board, as a confidential filing accompanied with fees as specified in Schedule III .

221 · The issue price and the ratio shall be decided simultaneously with record date in accordance with the home country regulations.

222 · (1) The abridged letter of offer, containing disclosures as specified in Part B of Schedule IX, for a rights offering, along with application form, shall be dispatched through 387 [Speed Post with

387 · Substituted for the words "registered post" by the Securities and Exchange Board of India (Substitution of Registered Post with Speed Post) (Amendment) Regulations, 2025, w.e.f. 05-12-2025.

223 · (1) The issuer shall issue an advertisement for the rights issue disclosing the following:

388 · ibid.

224 · (1) A rights issue shall be open for subscription in India for a period as applicable under the laws of its home country but in no case less than ten days.

225 · The issuer shall utilise funds raised in relation to the IDRs pursuant to the rights offering only upon completion of the allotment process.

226 · (1) Nothing contained in sub-regulations (1) of regulation 221, (1), (2) and (3) of regulation 222 shall apply, if the issuer satisfies the following conditions:

227 · Unless otherwise provided in this Chapter, an issuer making an initial public offer of specified securities shall satisfy the conditions of this Chapter as on the date of filing of the draft offer document with the SME exchange and also as on the date of 389 [filing] the offer document with the Registrar of Companies.

228 · An issuer shall not be eligible to make an initial public offer:

392 · [(e) if there are any outstanding convertible securities or any other right which would entitle any person with any option to receive equity shares of the issuer:

389 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

390 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

391 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol " . ".

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

229 · (1) An issuer shall be eligible to make an initial public offer only if its post-issue paid-up capital is less than or equal to ten crore rupees.

393 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " face value".

394 · [(4) In case of an issuer, which had been a proprietorship or a partnership firm or a limited liability partnership before conversion to a company or body corporate, such issuer may make an initial public offer only if the issuer company has been in existence for at least one full financial year before filing of draft offer document:

230 · (1) An issuer making an initial public offer shall ensure that:

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

395 · [(d) all its specified securities held by –

397 · [Provided that if there is a requirement of firm arrangement and the project is partially funded by the bank(s) / financial institution(s), the details regarding sanction letter(s) from

395 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 08.10.2025. Prior to its substitution, clause (d) read as under,-" "

396 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol " . ".

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

398 · [(f) the size of offer for sale by selling shareholders shall not exceed twenty per cent of the total issue size;

401 · [(3) The amount for:

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

399 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " twenty five".

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

401 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

231 · An issuer shall be eligible to make an initial public offer of convertible debt instruments even without making a prior public issue of its equity shares and listing thereof.

232 · (1) In addition to other requirements laid down in these regulations, an issuer making an initial public offer of convertible debt instruments shall also comply with the following conditions:

233 · (1) The issuer shall not convert its optionally convertible debt instruments into equity shares unless the holders of such convertible debt instruments have sent their positive consent to the issuer and non -receipt of reply to any notice sent by the issuer for this purpose shall not be construed as consent for conversion of any convertible debt instruments. (2) Where the value of the convertible portion of any listed convertible debt instruments issued by a issuer exceeds fifty lakh rupees and the issuer has not determined the conversion price of such convertible debt instruments at the time of making the issue, the holders of such convertible debt instruments shall be given the option of not converting the convertible portion into equity shares: Provided that where the upper limit on the price of such convertible debt instruments and justification thereon is determined and disclosed to the investors at the time of making the issue, it shall not be necessary to give such option to the holders of the convertible debt instruments for converting the convertible portion into equity share capital within the said upper limit. (3) Where an option is to be given to the holders of the convertible debt instruments in terms of sub -regulation (2) and if one or more of such holders do not exercise the option to convert the instruments into equity share capital at a price determined in the general meeting of the shareholders, the issuer shall redeem that part of the instruments within one month from the last date by which option is to be exercised, at a price which shall not be less than its face value. (4) The provision of sub-regulation (3) shall not apply if such redemption is in terms of the disclosures made in the offer document.

234 · An issuer shall not issue convertible debt instruments for financing or for providing loans to or for acquiring shares of any person who is part of the promoter group or group companies; Provided that an issuer shall be eligible to issue fully convertible debt instruments for these purposes if the period of conversion of such debt instruments is less than eighteen months from the date of issue of such debt instruments.

235 · An issuer shall be eligible to issue warrants in an initial public offer subject to the following:

236 · (1) The promoters of the issuer shall hold at least twenty per cent. of the post-issue capital:

402 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

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

237 · (1) For the computation of minimum promoters' contribution, the following specified securities shall not be eligible:

404 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

405 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "if the promoters and alternative investment funds".

406 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

407 · The numbers, words and symbols "391 to 394 of the Companies Act, 1956 or" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

409 · [(iv) to equity shares arising from the conversion or exchange of fully paid-up compulsorily convertible securities, including depository receipts, that have been held by the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India or any nonindividual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s), as applicable, for a period of at least one year prior to the filing of the draft offer document and such fully paid-up compulsorily convertible securities are converted or exchanged into equity shares prior to the filing of the offer document (i.e., red herring prospectus in case of a book built issue and prospectus in case of a fixed price issue), provided that full disclosures of the terms of conversion or exchange are made in such draft offer document 410 [:]]

411 · [Explanation.- For the purpose of this sub-regulation, it is clarified that the price per share for determining securities ineligible for minimum promoters' contribution, shall be determined after adjusting the same for corporate actions such as share split, bonus issue, etc. undertaken by the issuer;]

408 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025 .

409 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

410 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol " ;".

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

238 · The specified securities held by the promoters shall not be transferable (hereinafter referred to as 'lock -in') for the periods as stipulated hereunder:

414 · [(i) fifty percent. of promoters' holding in excess of minimum promoters' contribution shall be locked in for a period of two years from the date of allotment in the initial public offer; and

412 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

413 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " for a period of one year from the date of allotment in the initial public offer".

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

239 · The entire pre-issue capital held by persons other than the promoters shall be locked-in for a period of one year from the date of allotment in the initial public offer:

418 · [Explanation I]: For the purpose of clause (c), in case such equity shares have resulted pursuant to conversion of fully paid-up compulsorily convertible securities, the holding

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

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

417 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 for the words and symbols "Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014" .

419 · [Explanation II: For the purpose of clauses (a) and (b), equity shares shall include any equity shares allotted pursuant to a bonus issue against equity shares allotted pursuant to an employee stock option or employee stock purchase scheme or a stock appreciation right scheme.]

240 · The lock -in provisions shall not apply with respect to the specified securities lent to stabilising agent for the purpose of green shoe option, during the period starting from the date of lending of such specified securities and ending on the date on which they are returned to the lender in terms of sub -regulation (5) or (6) of regulation 279:

242 · Specified securities held by the promoters and locked-in may be pledged as a collateral security for a loan granted by a scheduled commercial bank or a public financial institution or a systemically important non-banking finance company or a housing finance company, subject to the following:

418 · Renamed by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word "Explanation " .

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

243 · Subject to the provisions of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 2011, the specified securities held by the promoters and locked -in as per regulation 238 may be transferred to another promoter or any person of the promoter group or a new promoter or a person in control of the issuer and the specified securities held by persons other than the promoters and locked-in as per regulation 239 may be transferred to any other person (including promoter or promoter group) holding the specified securities which are locked -in along with the securities proposed to be transferred:

244 · (1) The issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue.

420 · The words, numbers and symbol "or the Companies Act, 1956 (to the extent applicable)" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

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

422 · The word " and" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 .

424 · [c) disclosures pertaining to details of Employees' Provident Fund and Employees State Insurance Corporation; such as number of employees registered, amount paid, etc.;

246 · (1) The issuer shall file a copy of the offer document with the Board through the lead manager(s), immediately upon 425 [filing] of the offer document with the Registrar of Companies:

423 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol " . ".

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

425 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registration".

426 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (3) read as under,-

429 · [Draft Offer document and] Offer document to be made available to public

247 · 430[(1) The draft offer document filed with the SME exchange shall be made public for comments, if any, for a period of at least twenty one days from the date of filing, by hosting it on the websites of the issuer, SME exchange where specified securities are proposed to be listed and lead manager associated with the issue.

431 · [(4)] The issuer and the lead manager(s) shall ensure that the offer documents are hosted on the websites as required under these regulations and its contents are the same as the versions as filed with the Registrar of Companies, Board and the SME exchange(s).

432 · [(5)] The lead manager(s) and the SME exchange(s) shall provide copies of the offer document to the public as and when requested and may charge a reasonable sum for providing a copy of the same.

427 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

428 · The words "draft offer document and the" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

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

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

431 · Renumbered by the by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

432 · Renumbered by the by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.08.03.2025. Prior to its renumbering, it read as "(2)".

248 · The disclosure about the face value of equity shares shall be made in the draft offer document, offer document, advertisements and application forms, along with the price band or the issue price in identical font size.

249 · (1) The issuer may determine the price of equity shares, and in case of convertible securities, the coupon rate and the conversion price, in consultation with the lead manager(s) or through the book building process, as the case may be.

250 · (1) The issuer may mention a price or a price band in the offer document (in case of a fixed price issue) and a floor price or a price band in the red herring prospectus (in case of a book built issue) and determine the price at a later date before 433 [filing] the prospectus with the Registrar of Companies:

435 · [(4) The issuer shall announce the floor price or the price band at least two working days before the opening of the issue in the pre-issue and price band advertisement in the format specified under Part

433 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

434 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registered".

435 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (4) read as under,-

251 · (1) The issuer may offer its specified securities at different prices, subject to the following:

436 · [individual investors who applies for minimum application size] or retail individual shareholders[or employees entitled for reservation made under regulation 254 may be offered specified securities at a price not lower than by more than ten per cent. of the price at which net offer is made to other categories of applicants, excluding anchor investors.

252 · The minimum offer to the public shall be as per the provisions of clause (b) of sub-rule (2) of rule 19 of Securities Contracts (Regulations) Rules, 1957.

253 · 437 [(1)]The allocation in the net offer category shall be as follows:

436 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " retail individual investors".

437 · Re -numbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018 w-e-f- 31.12.2018.

440 · [ *** ]

441 · [(2) In an issue made through book building process, the allocation in the non-institutional investors' category shall be as follows:

438 · The word " retail" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 .

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

440 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018 w-e-f- 31.12.2018. Prior to its omission,-

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

442 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018 w-e-f- 31.12.2018.

443 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.08.03.2025. Prior to its renumbering, it read as "(2)".

254 · (1) The issuer may make reservations on a competitive basis out of the issue size excluding promoters' contribution in favour of the following categories of persons:

444 · The word " retail" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 .

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

446 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " other than retail individual investors " .

447 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word and numeral " (2)".

448 · The word " retail" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 .

450 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word "the".

451 · The word " retail" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 .

255 · (1) The abridged prospectus shall contain the disclosures as specified in 452 [Part E of Schedule VI ] and shall not contain any matter extraneous to the contents of the offer document. (2) Every application form distributed by the issuer or any other person in relation to an issue shall be accompanied by a copy of the abridged prospectus.

256 · The issuer shall accept bids using only the ASBA facility in the manner specified by the Board.

452 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbols "Part E of Schedule VIII".

257 · The lead manager(s) shall ensure availability of the offer document and other issue material including application forms to stock exchanges, syndicate members, registrar to issue, registrar and share transfer agents, depository participants, stock brokers, underwriters, bankers to the issue, investors' associations and self certified syndicate banks before the opening of the issue.

258 · Any person connected with the distribution of the issue, shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for services rendered in relation to the issue.

453 · [***]

260 · (1) The initial public offer shall be underwritten for hundred per cent of the offer and shall not be restricted upto the minimum subscription level.

453 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. Prior to its omission, Regulation 259 read as follows-

259 · (1) The issuer shall, before the opening of subscription list, deposit with the designated stock exchange, an amount calculated at the rate of one per cent. of the issue size available for subscription to the public in the manner specified by Board and/or stock exchange(s).

454 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words, numbers and symbols "may appoint underwriters in accordance with Securities and Exchange Board of India (Underwriters) Regulations, 1993".

261 · (1) The lead manager(s) shall ensure compulsory market making through the stock brokers of the SME exchange(s) appointed by the issuer, in the manner specified by the Board for a minimum period of three years from the date of listing of the specified securities or from the date of migration from the Main Board in terms of regulation 276.

262 · (1) If the issue size, excluding the size of offer for sale by selling shareholders, exceeds 455 [₹50 crores], the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a 456 [credit rating agency registered with the Board:]

459 · [(5) In an issue where the issuer is not required to appoint a monitoring agency under this regulation, the issuer shall submit a certificate of the statutory auditor for utilization of money raised through the public issue (excluding offer for sale by selling shareholders) to SME exchange(s) while filing the quarterly financial results, till the issue proceeds are fully utilized.

455 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " one hundred crore rupees".

456 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

457 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "at least ninety five per cent".

458 · The symbols and words " , excluding the proceeds raised for general corporate purposes," omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

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

263 · All public communications, publicity materials, advertisements and research reports shall comply with provisions of Schedule IX .

264 · 460[(1) Subject to the provisions of the Companies Act, 2013, the issuer shall, after filing the prospectus with the Registrar of Companies, make a pre-issue and price band advertisement in the same newspapers in which the public announcement under sub-regulation (4) of Regulation 250 was published.]

460 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (1) read as under,-

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

462 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f 08.03.2025 . Prior to the omission, the proviso read as under:

265 · The issue shall be opened after at least three working days from the date of 463 [filing] the offer document with the Registrar of Companies.

266 · (1) Except as otherwise provided in these regulations , a public issue shall be kept open for at least three working days and not more than ten working days .

267 · (1) A person shall not make an application in the net offer category for a number of specified securities that exceeds the total number of specified securities offered to the public.

468 · [Provided that the minimum application size shall be above ₹2 lakhs.]

463 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word "registering".

465 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024 for the words "three working days "

466 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " one lakh rupees".

467 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol " . ".

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

268 · (1) The issuer shall not make an allotment pursuant to a public issue if the number of allottees in an initial public offer is less than 4 470 [two hundred] .

473 · [(3A) Subject to the availability of shares in non-institutional investors' category, the allotment of specified securities to each non-institutional investor shall not be less than the minimum application size in non-institutional investor category, and the remaining shares, if any, shall be

469 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol, letter, words and numerals " minimum application amount, an illustration whereof is given in Part B of Schedule XIV".

470 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " fifty".

471 · The word " retail" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 .

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

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

269 · (1) The registrars to the issue, in consultation with the issuer and lead manager(s) shall ensure that the specified securities are allotted and/or application monies are refunded or unblocked within such time as may be specified by the Board.

270 · (1) The lead manager(s) shall ensure that advertisement giving details relating to subscription, basis of allotment, number, value and percentage of all applications including ASBA, number, value and percentage of successful allottees for all applications including ASBA, date of completion of dispatch of refund orders, as applicable, or instructions to self certified syndicate banks by the Registrar, date of credit of specified securities and date of filing of listing application, etc. is released within ten days from the date of completion of the various activities in at least one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation at the place where registered office of the issuer is situated.

271 · (1) The responsibility of the lead manager(s) shall continue until completion of the issue process and for any issue related matter thereafter.

474 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word and letter " Part A".

272 · (1) The lead manager(s) shall confirm to the bankers to the issue by way of copies of listing and trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue .

475 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

476 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "eight days".

477 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "eighth day".

273 · The lead manager(s) shall submit a final post-issue report as specified in Part A of Schedule XVII, along with a due diligence certificate as per the format specified in Form F of Schedule V, within seven days of the date of finalization of basis of allotment or within seven days of refund of money in case of failure of issue.

478 · [Reporting of transactions of the promoters and promoter group and other pre-IPO transactions

274 · (1) The issuer shall ensure that all transactions in securities by the promoter and promoter group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twentyfour hours of such transactions.

275 · Where any listed issuer issues specified securities in accordance with provisions of this Chapter, it shall migrate the specified securities already listed on any recognised stock exchange(s) to the SME exchange.

276 · A listed issuer whose post-issue 479 [paid-up] capital is less than twenty five crore rupees may migrate its specified securities to SME exchange if its shareholders approve such migration by

478 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 . Prior to the substitution, Regulation 274 read as under:

274 · . The issuer shall ensure that all transactions in securities by the promoter and promoter group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twenty four hours of such transactions. "

479 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " face value" .

277 · An issuer, whose specified securities are listed on a SME Exchange and whose post-issue 480 [paid-up] capital is more than ten crore rupees and up to twenty five crore rupees, may migrate its specified securities to the main board of the stock exchanges if its shareholders approve such a migration by passing a special resolution through postal ballot to this effect and if such issuer fulfils the eligibility criteria for listing laid down by the Main Board:

278 · An issuer shall not make any further issue of specified securities in any manner whether by way of public issue, rights issue, preferential issue, qualified institutions placement, issue of bonus shares or otherwise, except pursuant to an employee stock option scheme 481 [or a stock appreciation right scheme], during the period between the date of filing the draft offer document and the listing of the specified securities offered through the offer document or refund of application monies unless full disclosures regarding the total number of specified securities or amount proposed to be raised from such further issue are made in such draft offer document or offer document, as the case may be.

279 · (1) The issuer may provide green shoe option for stabilising the post listing price of its specified securities, subject to the following:

480 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " face value" .

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

280 · (1) The issuer shall not alter the terms (including the terms of issue) of specified securities which may adversely affect the interests of the holders of that specified securities, except with the consent in writing of the holders of not less than three-fourths of the specified securities of that class or with the sanction of a special resolution passed at a meeting of the holders of the specified securities of that class.

483 · [Provided further that where the post-issue paid-up capital pursuant to further issue of capital including by way of rights issue, preferential issue, bonus issue, is likely to increase beyond ₹25 crores, the issuer may undertake further issuance of capital without migration from SME exchange to the main board, subject to the issuer undertaking to comply with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to companies listed on the main board of the stock exchange(s).]

281 · An issuer listed on a SME exchange making a further issue of capital by way of a rights issue, or further public offer or preferential issue or bonus issue etc. may do so by adhering to applicable requirements mentioned in these regulations.

484 · [Post-listing exit opportunity for dissenting shareholders

281A · The promoters or shareholders in control of an issuer shall provide an exit offer to dissenting shareholders as provided for in the Companies Act, 2013 in case of change in objects or variation in the terms of contract related to objects referred to in the offer document as per the conditions and in the manner provided in Schedule XX:

482 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " face value" .

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

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

282 · (1) The provisions of this Chapter shall apply to issuers seeking listing of their specified securities pursuant to an initial public offer or for only trading on a stock exchange of their specified securities without making a public offer.

488 · [(4) If an issuer has issued SR equity shares to its promoters/ founders, the said issuer shall be allowed to make an initial public offer of only ordinary shares for listing on the Innovators Growth Platform subject to compliance with the provisions of this Chapter and continued compliance with the provisions for SR equity shares in accordance with sub-regulation (3) of regulation 6.]

485 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as "INSTITUTIONAL TRADING PLATFORM".

486 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, "institutional trading platform".

487 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its omission, it read as "and not to retail individual investors".

488 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021.

283 · 489[(1) An issuer which is intensive in the use of technology, information technology, intellectual property, data analytics, bio-technology or nano-technology to provide products, services or business platforms with substantial value addition shall be eligible for listing on the innovators growth platform, provided that as on the date of filing of draft information document or draft offer document with the Board, as the case may be, twenty five per cent of the pre-issue capital of the Issuer Company for at least a period of 490 [one year], should have been held by:

491 · [*]

492 · [II.] 493 [ Innovators Growth Platform Investors] for the purpose of Innovators Growth Platform;

494 · [III.] The following regulated entities:

495 · [Foreign Portfolio Investor];

489 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as:

490 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, "two years".

491 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its omission, it read as:

493 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, "Accredited Investors".

494 · Renumbered by the by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its renumbering, it read as "(IV)".

495 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f.23.09.2019. Prior to its substitution it read as, "Category III Foreign Portfolio Investor".

496 · [IV. Any other class of investors as specified by Securities and Exchange Board of India from time to time.]

498 · [(iii) any family trust with net worth of twenty five crore rupees . ]

496 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021.

497 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, "Accredited Investors".

498 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021.

499 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, "Not more than ten per cent of the pre-issue capital may be held by Accredited Investors" .

500 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, "Accredited Investor".

501 · [(2)] An issuer shall be eligible for listing on the 502 [ Innovators Growth Platform] if none of the promoters or directors of the issuer company is a fugitive economic offender.

284 · (1) An issuer seeking listing of its specified securities without making a public offer, shall file a draft information document along with the necessary documents with the Board in accordance with these regulations along with the fee as specified in Schedule III of these regulations.

501 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its renumbering, it read as sub-regulation (3).

502 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, "institutional trading platform".

285 · (1) An issuer seeking to issue and list its specified securities shall file a draft offer document along with necessary documents with the Board in accordance with these regulations along with the fees as specified in Schedule III of these regulations.

503 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as "institutional trading platform".

504 · [Minimum public shareholding norms and minimum offer size

285A · (1) The issuer shall be in compliance with minimum public shareholding requirements specified in the Securities Contracts (Regulation) Rules, 1957.

286 · The minimum application size shall be 505 [two lakh rupees and in multiples thereof].

287 · (1) The number of allottees in the initial public offer shall at least be 506 [fifty] .

507 · [(2) The allotment to institutional investors as well as non-institutional investors shall be on a proportionate basis.]

508 · [*]

509 · [(3)] Any under-subscription in the non-institutional investor category shall be available for subscription under the institutional investors' category.

510 · [(4) The issuer may allocate up to sixty per cent of the issue size on a discretionary basis, prior to the issue opening, to eligible investors as identified under sub-regulation (1) of regulation 283, in accordance with the requirements with respect to anchor investors for public issue made on the SME exchange as specified in Part A of Schedule XIII:

504 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019.

505 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as "ten lakh rupees".

506 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as "two hundred".

507 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as:

508 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its omission, it read as:

509 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its renumbering, it read as sub-regulation "(6)".

510 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021.

288 · (1) The entire pre-issue capital of the shareholders shall be locked-in for a period of six months from the date of allotment in case of listing pursuant to a public issue or date of listing in case of listing without a public issue:

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

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

513 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 for the words and symbols "Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014" .

514 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021.

516 · [Explanation II: For the purpose of clauses (a) and (b), equity shares shall include any equity shares allotted pursuant to a bonus issue against equity shares allotted pursuant to an employee stock option or employee stock purchase scheme or a stock appreciation right scheme.]

517 · [(5) The SR equity shares shall be locked-in till conversion into equity shares with voting rights similar to that of ordinary shares or shall be locked-in for a period specified in sub-regulations (1), whichever is later.]

289 · The minimum trading lot on the stock exchange shall be 518 [two lakh rupees and in multiples thereof] .

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

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

517 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021.

518 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as "ten lakh rupees".

290 · An issuer whose specified securities are traded on the 519 [innovators growth platform] without making a public issue may exit from that platform, if

520 · [***]

519 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as "institutional trading platform".

520 · Regulation 290A omitted by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the omission , regulation 290A read as follows:

290A · (1) The provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, in respect of the matters not specifically dealt or excluded under this regulation, shall apply mutatis mutandis to delisting of specified securities under these regulations:

291 · (1) The recognised stock exchange may delist the specified securities of an issuer listed without making a public issue upon non-compliance of the conditions of listing and in the manner as specified by the stock exchange.

522 · [PART V: MIGRATION TO THE MAIN BOARD

292 · (1) A company shall be eligible to trade under the regular category of the main board of the stock exchanges, subject to fulfillment of the conditions of the stock exchanges, if any, and the fulfillment of the following conditions:

521 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as "institutional trading platform".

522 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f.23.09.2019. Prior to its substitution, it read as;

292 · An issuer that has listed its specified securities on a recognised stock exchange may at its option migrate to the main board of that recognised stock exchange after expiry of three years from the date of listing subject to compliance with the eligibility requirements of the stock exchange. "

523 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

524 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as;

525 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

526 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

527 · [ CHAPTER X-A

292A · In this Chapter, unless the context otherwise requires,—

529 · [(iii) a Trust registered under the Registration Act, 1908 (16 of 1908) with the relevant Sub -Registrar in those States that have not enacted the law governing public trust;]

527 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022 w.e.f. 25.7.2022.

528 · Substituted for the word "state" by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

530 · [(iv)] a charitable society registered under the Societies Registration Act, 1860 (21 of 1860);

531 · [(v) a charitable society registered under the Societies Registration Act of the relevant State;]

532 · [(vi)] a company 533 [registered] under section 8 of the Companies Act, 2013 (18 of 2013) 534 [including a company registered under section 25 of the repealed Companies Act, 1956];

535 · [(vii)] any other entity as may be specified by the Board;

537 · [(g) "Social Impact Assessment Organization" means any entity which has –

529 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

530 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its renumbering, it read as "(iii)" .

531 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

532 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its renumbering, it read as "(iv)".

533 · Substituted for the word "incorporated" by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

534 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

535 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its renumbering, it read as "(v)".

536 · Substituted for the word "Auditor" by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023.

537 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025 . Prior to substitution, clause (g) read as follows,

292B · The provisions of this Chapter shall apply to:

292C · A Social Stock Exchange shall be accessible 538 [ *** ] to institutional investors 539 [,] noninstitutional investors 540 [and retail investors] 541 [.] 542 [***]

292D · (1) Every Social Stock Exchange shall constitute a Social Stock Exchange Governing Council to have an oversight on its functioning.

292E · (1) For the purposes of these regulations, a Not for Profit Organization or a For Profit Social Enterprise, to be identified as a Social Enterprise, shall establish primacy of its social intent.

538 · The word "only " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023.

539 · Substituted for the word "and " by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023.

540 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023.

541 · Substituted for the symbol ": " by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023.

542 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023. Prior to the omission, the proviso read as under:

544 · [(xvii) the activity provided under Schedule VII of the Companies Act, 2013;]

545 · [(xviii)] any other area as identified by the Board or Government of India from time to time

546 · [(b) the Social Enterprise shall target underserved or less privileged population segments or regions recording lower performance in the development priorities of the Central or State Governments, or such other target segments as may be specified by the Board from time to time;]

543 · Substituted for the words "be indulged" by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025 .

544 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

545 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its renumbering, it read as (xvii).

546 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to substitution, clause (b) read as follows,

292F · (1) A Not for Profit Organization shall mandatorily seek registration with a Social Stock Exchange before it raises funds through a Social Stock Exchange:

550 · [Provided further that upon expiry of the period of two years from the date of registration or such duration as may be specified by the Board, the Not for Profit Organization shall have at least one listed project for which funds have been raised through the Social Stock Exchange, failing which it shall cease to be registered . ]

547 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025 .

548 · Omitted the words "choose to" by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025 .

549 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025 .

550 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025 .

292G · A Social Enterprise may raise funds through following means:-

292H · A Social Enterprise shall not be eligible to register or raise funds through a Social Stock Exchange or Stock Exchange, as the case may be:

551 · Substituted for the words and symbol "institutional investors and/or non-institutional investors " by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023.

292I · (1) Zero Coupon Zero Principal Instruments shall be issued only by a Not for Profit Organization registered on a Social Stock Exchange and shall have a specific tenure.

292J · (1) A Social Enterprise which is a Not for Profit Organization registered with a Social Stock Exchange may make an issue of Zero Coupon Zero Principal Instruments and list them on such Social Stock Exchange.

552 · [

552 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023. Prior to the substitution, Regulation 292K read as under:

292K · . The procedure and other conditions in respect of public issuance of Zero Coupon Zero Principal Instruments by a Not for Profit Organization shall be as specified by the Board.]

292L · (1) The Not for Profit Organization registered on a Social Stock Exchange, may also make private issuance of Zero Coupon Zero Principal Instruments to Social Impact Fund(s) registered under the applicable provisions of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations 2012.

553 · [

292M · The contents of the fund raising document shall be as specified by the Board.]

553 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023. Prior to the substitution, Regulation 292M read as under:

554 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023. Prior to the omission, Regulation 29N read as under:

292O · The public issuance of Zero Coupon Zero Principal Instruments by a registered Not for Profit Organization in accordance with these regulations shall be deemed to be in compliance with rule 19 of the Securities Contracts (Regulation) Rules, 1957.

292P · The listing of Zero Coupon Zero Principal Instruments of a Not for Profit Organization on the Social Stock Exchange shall terminate in the following events:

293 · . Subject to the provisions of the Companies Act, 2013 or any other applicable law, a listed issuer shall be eligible to 555 [announce its bonus issue and] issue bonus shares to its members if:

555 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

556 · [aa) it has received approval from the stock exchanges for listing and trading of all the securities, excluding options granted to employees pursuant to an employee stock option scheme and convertibles securities, issued by the issuer prior to the issuance of bonus shares.]

294 · . (1) An issuer shall make a bonus issue of equity shares only if it has made reservation of equity shares of the same class in favour of the holders of outstanding compulsorily convertible debt instruments if any, in proportion to the convertible part thereof.

557 · [(5) If an issuer has issued SR equity shares to its promoters or founders, any bonus issue on the SR equity shares shall carry the same ratio of voting rights compared to ordinary shares and the SR equity shares issued in a bonus issue shall also be converted to equity shares having voting rights same as that of ordinary equity shares along with existing SR equity shares.]

558 · [(6) The allotment of shares in a bonus issue shall be made only in the dematerialised form.]

556 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 .

557 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w. e.f.29.07.2019.

558 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

295 · . (1) An issuer, announcing a bonus issue after approval by its board of directors and not requiring shareholders' approval for capitalisation of profits or reserves for making the bonus issue, shall implement the bonus issue within fifteen days from the date of approval of the issue by its board of directors:

559 · [CHAPTER XI-A POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS

295A · (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation 560 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.

559 · Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulation, w.e.f. 17-04-2020.

560 · The words "in technological aspects " is omitted by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 w-e-f- 03-08-2021 .

296 · . Without prejudice to the power under sections 11, 11A, 11B, 11D, sub-section (3) of section 12, Chapter VIA and section 24 of the Act, the Board may either suo motu or on receipt of information or on completion or pendency of any inspection, inquiry or investigation, in the interests of investors or the securities market, issue such directions or orders as it deems fit including any or all of the following:

297 · (1) The listed issuer or any other person thereof who contravenes any of the provisions of these regulations, shall, in addition to the liability for action in terms of the securities laws, be liable for the following actions by the respective stock exchange(s), in the manner specified by the Board:

298 · . If the listed issuer fails to pay any fine imposed upon it by the recognised stock exchange(s), within the period as specified from time to time, the stock exchange may initiate such other action in accordance with the bye-laws of such Stock Exchange after giving a notice in writing.

299 · . In order to remove any difficulties in the application or interpretation of these regulations, the Board may issue clarifications through guidance notes or circulars after recording reasons in writing.

300 · (1) The Board may, in the interest of investors or for the development of the securities market, relax the strict enforcement of any requirement of these regulations, if the Board is satisfied that:

561 · [(3) The application referred to under sub-regulation (2) shall be accompanied by a nonrefundable fee of rupees one lakh payable by way of direct credit into the bank account through NEFT/ RTGS/ IMPS or online payment using the SEBI Payment Gateway or any other mode as may be specified by the Board from time to time.]

301 · (1) On and from the commencement of these regulations, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2009 shall stand rescinded.

561 · Substituted by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 w.e.f 01.04.2023. Prior to its substitution, sub-regulation (3) read as follows:

562 · The number and symbols " 69(2)" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

563 · The numbers and symbols " 69(2), 71(2) " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025.

564 · The words, numbers and symbols "the Companies Act, 1956 and/ or" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

565 · The words "or the draft letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

566 · The words "or the draft letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

567 · The word "DRAFT" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

568 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

569 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the numbers and symbols " 71(1), 71(6), 100(1), " .

570 · The word " draft" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

571 · Substituted by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 w.e.f 01.04.2023 for the words "any other mode allowed by RBI or by means of a demand draft drawn in favour of 'the Securities and Exchange Board of India' payable at the place of office of the Board, in terms of Schedule IV, where the draft offer document or offer document or updated draft offer document, as the case may be, is filed."

572 · Inserted by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2019 w-e-f01.04.2019.

573 · Inserted by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2020 for the period from 01.06.2020 to 31.12.2020.

574 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f 08.04.2025 . Prior to the omission, the column read as under:

575 · Inserted by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2020 for the period from 01.06.2020 to 31.12.2020.

578 · [(1)] Draft offer documents/ letters of offer/ offer documents shall be filed by the lead manager(s) 579 [ at the Head Office of the Board, situated at: SEBI Head Office, SEBI Bhavan, Plot No. C4 -A, "G" Block, Bandra Kurla Complex, Bandra (East), Mumbai –400051 . ]

576 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

577 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the numbers and symbols " 71(1) " .

578 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

579 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022 , for the words " with the relevant office of the Board under the jurisdiction of which the registered office of the issuer company is located, based on the estimated issue size as may be specified by the Board from time to time"

580 · [(2) In case of Rights Issue, the issuer shall file the letter of offer with the Board at its Head Office in the address given at clause (1) above.]

580 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

581 · The words "or draft letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

582 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

583 · The letters, numbers and symbols "71(2)(b), 100(2)(a)," omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

584 · The word and symbol "/ Rights" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

585 · The words and symbol "/ draft letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

586 · The words and symbol "/ draft letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

587 · The words and symbol "/ draft letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

588 · The words and symbol "/ draft letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

589 · [****]

590 · [(10)] Following disclosures have been made in the draft offer document 591 [**]:

593 · [(11)] We shall comply with the regulations pertaining to advertisements in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 .

594 · [(12)] If applicable, the entity is eligible to list on the 595 [innovators growth platform] in terms of the provisions of Chapter X of these regulations.

589 · Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019. Prior to its omission, clause (10) read as follows,-

590 · Clause 11 re -numbered by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019.

591 · The words and symbol "/ draft letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

592 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

593 · Clause 12 re -numbered by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019.

594 · Clause 11 re -numbered by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019.

595 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as "institutional trading platform".

596 · Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019. Prior to its omission, the omitted provison read as follows,-

598 · [**]

599 · [Form AA - Format of due diligence certificate to be given by the lead manager(s) along with the pre-filed draft offer document [See regulation 59A]

597 · The words and symbol "/ draft letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

598 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f 08.04.2025 . Prior to the omission, the Note read as under:

599 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

40 · of the Companies Act, 2013 and that such monies shall be released by the said bank only after permission is obtained from all the stock exchanges, and that the agreement entered into

600 · The letter, numbers and symbols " 100(2)(b)," omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

601 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

602 · The words and symbol " / filing letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

603 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

604 · The word, numerals and symbols " , 71(7)(b)" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

605 · The word and symbol " / Rights Issue of" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

606 · The words and symbols " / letter of offer (in case of a rights issue) filed with the designated stock exchange " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

607 · The words " or letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

608 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022 for the words " with the Board till date".

609 · Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f 08.04.2025 . Prior to the omission, the Note read as under:

610 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

609 · [***]

610 · [FORM CA - FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE LEAD MANAGER(S) AT THE TIME OF FILING THE UPDATED DRAFT RED HERRING PROSPECTUS -I

611 · The word, numerals and symbols " , 71(7)(c)" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

612 · The word and symbol " / Rights" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

614 · [FORM DA - FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE LEAD MANAGER(S) IN THE EVENT OF DISCLOSURE OF MATERIAL EVENTS AFTER THE FILING OF THE OFFER DOCUMENT

613 · The words and symbols " / letter of offer (in case of a rights issue) filed with the designated stock exchange " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

614 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

615 · The word and symbol " / Rights" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

616 · The word and symbol " / letter of offer for a fast track issue " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

617 · The word, numbers and symbol " 100(2)(a) and" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

619 · The words and symbols " /letter of offer (in case of a rights issue)" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

620 · The words and numbers " regulation 99 in case of rights issues and" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

622 · The words and symbol " /abridged letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

623 · The words and symbol " / letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

624 · The word and symbol " / Rights " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

625 · The word " ABRIDGED " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

626 · The word, numerals and symbols " 71(2)(d), 75," omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

629 · [Provided further that for the purpose of public issue by an issuer to be listed /listed on SME exchange made in accordance with Chapter IX of these regulations, the words "retail individual

627 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word "issue".

628 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "Part B".

630 · [Front outside cover page shall contain issue and issuer details, details of selling shareholders in tabular format along with their average cost of acquisition and offer for sale details, and other details as may be specified by the Board from time to time.]

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

630 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, point (1) read as follows:

631 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word "outside".

632 · [(EA) For the promoter(s), promoter group and additional top 10 shareholders, the pre-issue and post-issue shareholding as at allotment, in the following format in the prospectus:

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

633 · [(R) Exemption from complying with any provisions of securities laws, if any, granted by SEBI shall be disclosed.]

633 · Inserted by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

634 · The words "or group companies " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021.

635 · The words "or group companies " omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021.

636 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023 for the words "or key management personnel".

637 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023 for the words "or key managerial personnel".

638 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

641 · [32. In case the proforma financial statements / restated consolidated financial statements has been provided by a peer reviewed Chartered Accountants who is not statutory auditor of the Company, the Issuer Company shall put this as a Top 10 Risk Factor in its offer document (DRHP/RHP/Prospectus).]

639 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021 for the symbol ",".

640 · The words "and top 5 listed group companies by market capitalisation" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021.

641 · Inserted by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

642 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "Regulation 33".

643 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

644 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 for the words and symbols "Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014" .

645 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

646 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023 for the words "senior managerial personnel".

647 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

648 · [Provided that such certificate may be obtained from the Chartered Accountant, holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) for:

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

650 · [Provided that such standalone financial statements shall be restated if there are any restatements/ adjustments in the restated consolidated financial statements which may have impact on the audited standalone financial statements.]

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

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

651 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbols "sub-clause (a) applies".

652 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

653 · [

653 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 . Prior to the substitution, the illustrative format table read as under:

654 · [**The entries shown in the above table are for illustrative purposes only. Lead manager(s) shall exercise due diligence and satisfy themselves before assigning weights.]

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

655 · [(3) For all the Key Performance Indicators (KPIs) disclosed in the offer document, the Issuer Company and the lead merchant bankers (LMs) shall ensure the following:

655 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022, and shall be applicable for all issues where Red Herring Prospectus is filed with the Registrars of Companies on or after the 21.11.2022.

656 · [

656 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 for the words and symbol "(A) Industry Overview".

657 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

658 · [(da) Details of agreements required to be disclosed under Clause 5A of paragraph A of part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.]

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

659 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words, numbers and symbols "sub-item (1) of Item (17)".

660 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

661 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words, numbers and symbols "sub-item (1) of Item (17)".

662 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

663 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

664 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

665 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

666 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

667 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

668 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023 .

670 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

671 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

672 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

673 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023.

674 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbols ", Permanent Account Number, Aadhaar card number and driving license number".

675 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

676 · The words "or draft letter of offer" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

677 · The words, numbers and symbols "the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 or" omitted by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

678 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbols "statutory auditor(s)".

679 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word "auditor".

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

681 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " Guidance Note".

682 · [(iii) Proforma financial statements – The Issuer shall provide Proforma financial statements, as certified by the statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), of all the subsidiaries or businesses material to the consolidated financial statements (individually or collectively) where the issuer or its subsidiaries have made an acquisition or divestment including deemed disposal after the latest period for which financial information is disclosed in the offer document but before the date of filing of the offer document. For this purpose, the acquisition/divestment would be considered as material if acquired/ divested business or subsidiary in aggregate contributes 20% or more to turnover, net worth or profit before tax in the latest annual CFS of the issuer. The Proforma financial statements shall be prepared for at least the last completed financial year and the stub period (if any). The Proforma financial statements shall be prepared in accordance with any guidance note, standard on assurance engagement or guideline issued by the ICAI from time to time and certified by the statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. The issuer Company may voluntarily choose to provide proforma financial statements of acquisitions or divestments (i) even when they are below the above materiality threshold, or (ii) if the acquisitions or divestments have been completed prior to the latest period(s) for which financial information is disclosed in the draft offer document or the offer document. Furthermore, the Proforma financial statements may be

682 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-item (iii) read as under,-

683 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "statutory auditor(s)".

684 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word "auditor".

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

687 · [(iii)Proforma financial statements –The Issuer shall provide Proforma financial statements, as certified by the statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), of all the subsidiaries or businesses material to the consolidated financial statements (individually or collectively) where the issuer or its subsidiaries have made an acquisition or divestment including deemed disposal after the latest period for which financial information is disclosed in the offer document but before the date of filing of the offer document. For this purpose, the acquisition/divestment would be considered as material if acquired/ divested business or subsidiary in aggregate contributes 20% or more to turnover, net worth or profit before tax in the latest annual CFS of the issuer. The Proforma financial statements shall be prepared for at least the period covering last completed financial year and the stub period (if any). The Proforma financial statements shall be prepared in accordance with any guidance note, standard on assurance

686 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words " Guidance Note".

687 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-item (iii) read as under,-

688 · [(v) Other pending litigations based on lower of threshold criteria mentioned below –

689 · [(1A) All criminal proceedings involving key managerial personnel and senior management of the issuer and also the actions by regulatory authorities and

688 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 . Prior to its substitution, sub -item (v) read as under:

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

690 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulters".

691 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

692 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

694 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

695 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

696 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulters".

697 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

698 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. Prior to the substitution, it read as follows –

699 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. Prior to the omission, it read as follows –

700 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. Prior to the omission, it read as follows –

701 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. Prior to the omission, it read as follows –

702 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. Prior to the omission, it read as follows –

703 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbol "Companies Act, 2013]".

5 · In case the 30 th /60 th /90 th calendar day is a holiday, data from previous trading day to be considered.

704 · [6. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue shall be considered for disclosing the price information.]

704 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

705 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word "actively".

706 · [(U) Exemption from complying with any provisions of securities laws, if any, granted by SEBI shall be disclosed.]

706 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

707 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

708 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

709 · The symbol and words " , subject to the availability of the option to receive physical certificates of specified securities in a rights issue for a period of six months from the date of coming into force of these regulations" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

710 · The words and symbols "issue of certificates (for rights issues)/" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

711 · Substituted for the words "registered post" by the Securities and Exchange Board of India (Substitution of Registered Post with Speed Post) (Amendment) Regulations, 2025, w.e.f. 05-12-2025.

712 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word and numbers "Regulation 19".

713 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "f "fast track issue".

714 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "P "Part B".

715 · [Provided that the material contracts and material documents shall also be made available for inspection through online means . ]

716 · [Part B-Disclosures in a letter of offer

715 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

716 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f. 08.04.2025 .

717 · Substituted for the words "registered post" by the Securities and Exchange Board of India (Substitution of Registered Post with Speed Post) (Amendment) Regulations, 2025, w.e.f. 05-12-2025.

718 · [****]

718 · Part B -1 omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f. 08.04.2025 .

719 · Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to omission it read as ", 71(2)(d)" .

720 · The columns for "FY4" and "FY5 (Last audited financial year prior to issue opening)" omitted and column for "FY3" substituted for "FY3 (Last audited financial year prior to issue opening)" by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

721 · The columns for "FY4" and "FY5 (Last audited financial year prior to issue opening)" omitted and column for "FY3" substituted for "FY3 (Last audited financial year prior to issue opening)" by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

722 · [****]

722 · Part -F omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f. 08.03.2025 .

723 · [(2) Definitions and abbreviations:

724 · [(5) Risk factors:

723 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025, w.e.f. 09.09.2025. Prior to substitution, clause (2) read as follows, "(2) Glossary of terms/abbreviations"

724 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025, w.e.f. 09.09.2025. Prior to substitution, clause (5) read as follows, "(5) Risk Factors"

725 · [Objects of issue and use of issue proceeds]:

726 · [(8) Capitalization statement:

725 · Substituted for the words "Use of proceeds " by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

727 · [***]

728 · [(10) Financial information of the issuer:

729 · [***]

730 · [(11) Business and Industry description:

727 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to omission, clause (10) read as follows,

728 · Renumbered and substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its renumbering and substitution, clause (11) read as follows,

729 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to omission, clause (12) read as follows,

731 · [(12)] Organizational structure

732 · [(13) Board of directors and senior management:

733 · [(14)] Latest shareholding pattern as submitted to the stock exchange(s)

734 · [(15)] Taxation aspects relating to the eligible securities

735 · [(16) Outstanding litigation and legal proceedings:

730 · Renumbered and substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its renumbering and substitution, clauses (13) and (14) read as follows,

731 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f.09.09.2025. Prior to its renumbering, it read as "(15)".

732 · Renumbered and substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f.09.09.2025. Prior to its renumbering and substitution, clause (16) read as follows,

733 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f.09.09.2025. Prior to its renumbering, it read as "(17)".

734 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f.09.09.2025. Prior to its renumbering, it read as "(18)".

735 · Renumbered and substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f.09.09.2025. Prior to its renumbering and substitution, clause (19) read as follows,

736 · [(17)] Auditors

737 · [(18)] General information

738 · [(19)] Such other information as is material and appropriate to enable investors to make an informed investment decision.

739 · [(20)] Disclosures pertaining to 740 [wilful defaulters or fraudulent borrowers]: If the issuer or any of its promoter or director has been declared as a 741 [wilful defaulter or a fraudulent borrower] 742 [***], it shall make the following disclosures with respect to each such person separately:

736 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

737 · Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f.09.09.2025. Prior to its renumbering, it read as "(21)".

740 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulters".

741 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

742 · The words "in the last ten years" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

743 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

744 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

745 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulter".

746 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

747 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "wilful defaulters".

748 · [(21) The issuer may include additional details in the placement document wherever it may deem fit.]

748 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

749 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

750 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

1 · The information to be provided under each of the heads specified below shall be as per the requirement of Part A of this Schedule except when specified otherwise.

2 · The abridged prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman size 11 (or equivalent) with 1.0 line spacing .

3 · The application form shall be so positioned that on the tearing-off of the application form, no part of the information given in the abridged letter of offer is mutilated.

751 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

752 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025.

753 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

754 · [SCHEDULE X: FORMATS OF ADVERTISEMENT FOR A PUBLIC ISSUE

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

755 · [(Give item by item description for all the objects, as well as for the sub-heads (if any) given under objects, stated in the offer document separately in following format)]

755 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbols "(Give Item by Item Description for all the Objects Stated in Offer Document separately in following format)".

756 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

757 · [(Give item by item description for all the objects, as well as for the sub-heads (if any) given under objects, stated in the offer document separately in following format)]

757 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbols "(Give Item by Item Description for all the Objects Stated in Offer Document separately in following format)".

758 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

759 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

760 · [5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:]

760 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

761 · [For the purpose of public issue by an issuer to be listed /listed on SME exchange made in accordance with Chapter IX of these regulations, the words "retail individual investors" shall be read as words "individual investors who applies for minimum application size . ]

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

762 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

763 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 .

764 · [Provided that the cap of the price band shall be at least one hundred and five per cent of the floor price.]

764 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 .

767 · [(i) minimum of 2 and maximum of 15 such investors shall be permitted for allocation up to two hundred fifty crore rupees, subject to minimum allotment of five crore rupees per such investor;

765 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

766 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024 for the words "three working days "

768 · [Forty per cent of the anchor investor portion, within the limits specified in subparagraph (b), shall be reserved as under -

768 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025 w.e.f. 01.12.2025. Prior to substitution, sub-paragraph (d) read as follows , -" One -third of the anchor investor portion shall be reserved for domestic mutual funds."

769 · [ There shall be a lock-in of 90 days on fifty per cent of the shares allotted to the anchor investors from the date of allotment, t, and a lockkin of 30 days on the remaining fifty per cent of the shares allotted to the anchor investors from the date of allotment.]

769 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Prior to the substitution, the sub -clause read as follows:

770 · Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f.23.09.2019. Prior to its substitution, it read as "FPIs other than Category III".

771 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

772 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

773 · The words and symbol "and non-institutional investors " omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

774 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

775 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words "clause (15) (c)".

777 · [For the purpose of public issue by an issuer to be listed /listed on SME exchange made in accordance with Chapter IX of these regulations, the words "retail individual investors" shall be read as words "individual investors who applies for minimum application size . ]

776 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

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

778 · [Part A1 - Illustration explaining the procedure of allotment for non-institutional investors

778 · Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

779 · [Part A2 Illustration explaining the procedure of allotment for noninstitutional investors in case of initial public offer by SME companies.

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

780 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

781 · The numbers and symbols "71(6)," omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 .

782 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word and symbol "Schedule IV".

783 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

784 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

785 · The words " of the estimated issue size" omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

786 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

787 · Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word and symbol " Schedule IV".

788 · [SCHEDULE XVI-A - NATURE OF CHANGES IN THE OFFER DOCUMENT REQUIRING FILING OF UPDATED OFFER DOCUMENT

788 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

789 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

790 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

3 · -Day Report

15 · th day from the date of closure of the issue

791 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025.

792 · The words and numerals "regulation 59 and 157" are substituted with the words and numerals "regulations 59, 157 and 281A" vide the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 .