(1) Any public communication including advertisement and publicity material issued by the issuer or research report made by the issuer or any intermediary concerned with the issue or their associates shall contain only factual information and shall not contain projections, estimates, conjectures, etc. or any matter extraneous to the contents of the offer document.

(2) All public communications and publicity material issued or published in any media during the period commencing from the date of the meeting of the board of directors of the issuer in which the public issue or rights issue is approved till the date of filing draft offer document with the Board shall be consistent with its past practices:
Provided that where such public communication or publicity material is not consistent with the past practices of the issuer, it shall be prominently displayed or announced in such public communication or publicity material that the issuer is proposing to make a public or rights issue of specified securities in the near future and is in the process of filing a draft offer document with the Board.

(3) All public communications and publicity material issued or published in any media during the period commencing from the date of filing draft offer document with the Board till the date of allotment of securities offered in the issue, shall prominently disclose that:

(a) the issuer is proposing to make a public issue or rights issue of the specified securities and has filed a draft offer document with the Board or has filed the red herring prospectus or prospectus with the Registrar of Companies or the letter of offer with the designated stock exchange, as the case may be.

(b) the draft offer document, red herring prospectus or final offer document, as the case may be, is available on the website of the Board, lead merchant bankers or lead book runners.

requirements of this sub-regulation shall not be applicable in case of product advertisements of the issuer.

(4) The issuer shall make prompt, true and fair disclosure of all material developments which take place during the following period mentioned in this sub-regulation, relating to its business and securities and also relating to the business and securities of its subsidiaries, group companies, etc., which may have a material effect on the issuer, by issuing public notices in all the newspapers in which the issuer had issued pre-issue advertisement under regulation 47 or regulation 55, as the case may be:

(a) in case of public issue, between the date of registering final prospectus or the red herring prospectus, as the case may be, with the Registrar of Companies, and the date of allotment of specified securities;

(b) in case of a rights issue, between the date of filing the letter of offer with the designated stock exchange and the date of allotment of the specified securities.

(5) The issuer shall not, directly or indirectly, release, during any conference or at any other time, any material or information which is not contained in the offer document.

(6) In respect of all public communications, issue advertisements and publicity materials, the issuer shall obtain approval from the lead merchant bankers responsible for marketing the issue and shall also make copies of all issue related materials available with the lead merchant bankers at least till the allotment is completed.

(7) Any advertisement or research report issued or caused to be issued by an issuer, any
intermediary concerned with the issue or their associates shall comply with the following:

(a) it shall be truthful, fair and shall not be manipulative or deceptive or distorted and it shall not contain any statement, promise or forecast which is untrue or misleading;

(b) if it reproduces or purports to reproduce any information contained in an offer document, it shall reproduce such information in full and disclose all relevant facts and not be restricted to select extracts relating to that information;

(c) it shall be set forth in a clear, concise and understandable language;

(d) it shall not include any issue slogans or brand names for the issue except the normal commercial name of the issuer or commercial brand names of its products already in use;

(e) if it presents any financial data, data for the past three years shall also be included along with particulars relating to sales, gross profit, net profit, share capital, reserves, earnings per share, dividends and the book values;

(f) no advertisement shall use extensive technical, legal terminology or complex language and excessive details which may distract the investor;

(g) no issue advertisement shall contain statements which promise or guarantee rapid increase in profits;

(h) no issue advertisement shall display models, celebrities, fictional characters, landmarks or caricatures or the likes;

(i) no issue advertisement shall appear in the form of crawlers (the advertisements which run simultaneously with the programme in a narrow strip at the bottom of the television screen) on television;

(j) in any issue advertisement on television screen, the risk factors shall not be scrolled on the television screen and the advertisement shall advise the viewers to refer to the red herring prospectus or other offer document for details;

(k) no issue advertisement shall contain slogans, expletives or non-factual and unsubstantiated titles;

(l) if an advertisement or research report contains highlights, it shall also contain risk factors with equal importance in all respects including print size of not less than point seven size;

(m) an issue advertisement displayed on a billboard shall not contain information other than that specified in , as applicable;

(n) an issue advertisement which contains highlights or information other than the details contained in the format as specified in shall contain risk factors.

(8) No advertisement shall be issued giving any impression that the issue has been fully subscribed or oversubscribed during the period the issue is open for subscription.

(9) An announcement regarding closure of issue shall be made only after the lead merchant banker(s) is satisfied that at least ninety per cent. of the offer through offer document has been subscribed and a certificate has been obtained to that effect from the registrar to the issue:
Provided that such announcement shall not be made before the date on which the issue is to be closed.

(10) No advertisement or distribution material with respect to the issue shall contain any offer of incentives, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise.

(11) No product advertisement shall contain any reference, directly or indirectly, to the performance of the issuer during the period commencing from the date of the resolution of the board of directors of the issuer approving the public issue or rights issue till the date of allotment of specified securities offered in such issue.

(12) A research report may be prepared only on the basis of information, disclosed to the public by the issuer by updating the offer document or otherwise.

(13) No selective or additional information or information which is extraneous to the information disclosed to the public through the offer document or otherwise, shall be given by the issuer or any member of the issue management team or syndicate to any particular section of the investors or to any research analyst in any manner whatsoever, including at road shows, presentations, in research or sales reports or at bidding centres.

The merchant bankers shall submit a compliance certificate in the format specified in , for the period between the date of filing the draft offer document with the Board and the date of closure of the issue, in respect of news reports appearing in any of the following media:

(a) newspapers mentioned in sub-regulation (3) of regulation 9;

(b) major business magazines;

(c) print and electronic media controlled by a media group where the media group has a private treaty/shareholders‘ agreement with the issuer or promoters of the issuer.

Explanation: For the purpose of this regulation:

(I) “public communication or publicity material” includes corporate, product and issue
advertisements of the issuer, interviews by its promoters, directors, duly authorized employees or representatives of the issuer, documentaries about the issuer or its promoters, periodical reports and press releases.

(II) An issue advertisement shall be considered to be misleading, if it contains:

(a) Statements made about the performance or activities of the issuer without necessary explanatory or qualifying statements, which may give an exaggerated picture of such performance or activities.

(b) An inaccurate portrayal of past performance or its portrayal in a manner which implies that past gains or income will be repeated in the future.

SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010

SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015

ICDR – SCHEDULE XIII

FORMATS OF ADVERTISEMENTS FOR PUBLIC ISSUE
PART A
[See regulations 47(2), 60(7)(m) and 60(7)(n)]
FORMAT OF PRE-ISSUE ADVERTISEMENT FOR PUBLIC ISSUE
(FIXED PRICE / BOOKBUILT)

This is only an advertisement for information purposes and not a prospectus announcement.

ABC LTD.(name of the issuer)

(Incorporated on ____________________ under the ——- Act as _____________________ and subsequently renamed as _____________( if applicable)__________ on _______________)
Registered Office: __________________________________ Tel:
_______________ Fax ______________
Corporate Office:
_________________________________________________________________
Tel: _________ Fax: _______ e-mail: ______ Website:

THE ISSUE

Public issue of ___________ ( give nature of specified securities) of Rs. ____ each at a price of Rs._____ ( Floor price or price band or as the case may be in case of book built issue) for cash aggregating Rs._________ (appropriate disclosure for book built issue)

Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31
(The disclosure about details of allocation shall be given in case of book built issues on these lines)

The issue is being made through the book building process wherein at least____ % shall be
allocated to qualified institutional buyers including upto ___% of the issue to anchor investors. Further, not less than ___% of the issue shall be available for allocation to non-institutional investors and the remaining ____% of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations, subject to valid bids being received at or above the issue price.

PROMOTERS
[__XYZ__]
PROPOSED LISTING
Names of Stock Exchanges

Disclaimer Clause of the Securities and Exchange Board of India (SEBI)
“SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the specified securities the offer document.”

LEAD MERCHANT BANKERS / BOOK RUNNING LEAD MERCHANT BANKERS / COBOOK
RUNNING LEAD MERCHANT BANKERS (as the case may be)

Name, address, telephone and fax numbers, email ID, website address and contact person

Name, address, telephone and fax numbers, email ID, website address

CREDIT RATING (only if applicable)

DEBENTURE TRUSTEES (if applicable)

IPO GRADING 325[(if applicable)]

AVAILABILITY OF APPLICATION FORMS
Names of issuer, lead merchant bankers, book runners, syndicate members, stock brokers and bankers to the issue, Self Certified Syndicate Banks 326[, Registrar to Issue and Share Transfer Agents, Depository Participants] (as the case may be) (Addresses optional).

Application Supported by Blocked Amount forms shall be available with designated branches of Self Certified Syndicate Banks, the list of which is available at websites of the stock exchanges and Board.

AVAILABILITY OF PROSPECTUS

Investors are advised to refer to the prospectus, and the risk factors contained therein, before applying in the issue. Full copy of the prospectus is available at www.sebi.gov.in and websites of issuer / lead merchant banker/s / stock exchange/s at www……

ISSUE / BID OPENS ON:

ISSUE / BID CLOSES ON:

PART B

This is only an advertisement for information purposes and not a prospectus announcement.

ABC LTD. (name of issuer)

(Incorporated on ____________________ under the Companies Act as
__________________________ and subsequently renamed _______________________ on
________________)

Registered Office: __________________________________ Tel: _______________ Fax
______________

Corporate Office: _________________________________________________________________
Tel: _________ Fax: _______ e-mail: ______ Website: _____________________________

THE ISSUE

Public issue of ___________ equity shares / debentures (if applicable) of Rs. ___ each at a price of Rs._____ (Floor price or price band or as the case may be for book built issue) for cash aggregating Rs._________ (appropriate disclosure for book built issue)

Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31
(The disclosure about details of allocation shall be made in case of book built issues in these lines)

The issue is being made through the book building process wherein at least____ % shall be
allocated to qualified institutional buyers including upto ___% of the issue to anchor investors. Further, not less than ___% of the issue shall be available for allocation to non-institutional investors and the remaining ____% of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations, subject to valid bids being received at or above the issue price.

PROMOTERS
[__XYZ__]
PROPOSED LISTING
Names of Stock Exchanges

Disclaimer Clause of Securities and Exchange Board of India (―SEBI‖)
“SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document.”

LEAD MERCHANT BANKERS / BOOK RUNNING LEAD MERCHANT BANKERS / COBOOK
RUNNING LEAD MERCHANT BANKERS (as the case may be)
Name, address, telephone and fax numbers, e-mail ID, website address and contact person

COMPLIANCE OFFICER OF ISSUER
Name, address, telephone and fax numbers, e-mail ID, website address

CREDIT RATING (only if applicable)

DEBENTURE TRUSTEES (only if applicable)

IPO GRADING (if applicable)

AVAILABILITY OF APPLICATION FORMS
Names of Issuer, lead merchant bankers, book runners and bankers to the issue, Self Certified Syndicate Banks 328[, Stock Brokers, Registrar to Issue and Share Transfer Agents, Depository Participants] (as the case may be) (Addresses optional)

AVAILABILITY OF PROSPECTUS
Investors are advised to refer to the prospectus, and the risk factors contained therein, before applying in the issue. Full copy of the prospectus is available at www.sebi.gov.in and websites of issuer / lead merchant banker/s / Stock Exchange/s at www……

ISSUE / BID OPENS TODAY

PART C

This is only an advertisement for information purposes and not a prospectus announcement.

ABC LTD. (name of issuer)

(Incorporated on ____________________ under the Companies Act as
__________________________ and subsequently renamed _______________________ on
________________)

Registered Office: __________________________________ Tel: _______________ Fax
______________

Corporate Office: _________________________________________________________________
Tel: _________ Fax: _______ e-mail: ______ Website: _____________________________

THE ISSUE

Public issue of ___________ equity shares (if applicable) of Rs. ____ each at a price of Rs._____ (Floor price or price band or as the case may be for Book built issue) for cash aggregating Rs._________ (appropriate disclosure for Book Built issue)

Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31
[The disclosure about details of allocation shall be made in case of book built issues in these lines].

The issue is being made through the book building process wherein at least____ % shall be
allocated to qualified institutional buyers including upto ___% of the issue to anchor investors. Further, not less than ___% of the issue shall be available for allocation to non-institutional investors and the remaining ____% of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations, subject to valid bids being received at or above the issue price.

PROMOTERS
[__XYZ__]
PROPOSED LISTING
Names of Stock Exchanges

Disclaimer Clause of Securities and Exchange Board of India (―SEBI‖)
“SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document.”

LEAD MERCHANT BANKERS / LEAD BOOK RUNNERS / CO-BOOK RUNNERS (as the
case may be)
Name, address, telephone and fax numbers, email ID, website address and contact person

COMPLIANCE OFFICER OF ISSUER
Name, address, telephone and fax numbers, email ID, website address

CREDIT RATING (only if applicable)

DEBENTURE TRUSTEES (only if applicable)

IPO GRADING  (if applicable)

AVAILABILITY OF APPLICATION FORMS
Names of Issuer, Lead Merchant bankers, book runners, Bankers to the issue, Self Certified
Syndicate Banks 330[, Stock Brokers, Registrar to Issue and Share Transfer Agents, Depository Participants] (as the case may be) (Addresses optional)

AVAILABILITY OF PROSPECTUS
Investors are advised to refer to the prospectus, and the risk factors contained therein, before applying in the issue. Full copy of the prospectus is available at www.sebi.gov.in and websites of issuer / lead merchant banker/s / Stock Exchange/s at www……

ISSUE / BID CLOSES TODAY

Part D