Master Circular for Issue of Capital and Disclosure Requirements

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all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to ICDR Regulations.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such rescission, - (a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; (b) any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; and (c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded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