The “Terms of the Issue” and “Issue Structure” sections of the DRHP outline how shares are offered, minimum investment, allotment rules, pricing, and timelines. They define category-wise allocation (QIBs, NIIs, Retail), method of issue, bidding process, and market making requirements. These disclosures ensure transparency, regulatory compliance, and help investors understand the IPO framework. It also includes timelines for issue opening, allotment, and listing, along with withdrawal policies and anchor investor provisions.

TERMS OF THE ISSUE

The "Terms of the Issue" section in the DRHP is important because it provides investors with the key details about how the shares will be offered. It explains the Issue price, lot size, minimum investment, and allotment of shares.

This section helps investors about the process of  application for the shares.

These are the following details which are required to mention in DRHP or Draft Offer Document:

The Issuer company is required to mention about the Issue Program/ IPO Details in this given table: (However, the dates are not required to be published in DRHP). This table is mentioned twice in the DRHP in “Terms Of Issue”  and “Issue structure”.

ISSUE STRUCTURE

The Issue Structure section of DRHP discloses on the total number of shares being offered and specifies the allocation of fresh issue of shares among different investor categories, including Qualified Institutional Buyers (QIBs), Non-Institutional Investors, Retail Individual Investors, and the Market Maker Reservation Portion.

This section usually includes:

• Total number of shares being offered
• Issue price of shares and premium amount
• Categories of investors (like retail, QIBs, NIIs)
• Reservation or allocation for each category
• Minimum and maximum bid limits
• Bidding details and timelines
• Method of Issue

The below table shows Allotment of shares in IPO to different Investor categories in Book Build type of Issue:

For Fixed Issue type IPOs, Share Allotment is as follows:

In accordance with Regulation 253(2) of the SEBI ICDR Regulations read along with SEBI ICDR (Amendment) Regulations, 2025, allotment shall be made as follows:

(a) Minimum fifty per cent to Retail Individual investors

(b) Remaining to:

• Individual applicants other than Retail individual investors; and
• Other investors including corporate bodies or institutions, irrespective of the number of specified securities applied for

It shall be noted that the unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the applicants in the other category.

 Some declarations to be made in relation to the Issue in the DRHP

• In consultation with the Book Running Lead Managers:
• allocation up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations.
• One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price Anchor Investor Allocation Price.
• To state whether it’s a Book Built Issue or Fixed Issue. IPO is for at least 25% of the post Issue paid-up Equity share capital of the Company.
   
• Subject to valid Bids being received at or above the Issue Price, under subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company in consultation with the Book Running Lead Managers and the Designated Stock Exchange, subject to applicable laws.
   
• Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Bid-cum- Application Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN.

Disclosure Clause regarding Withdrawal of the Issue/Withdrawal of IPO

The Issuer company is required to mention that as per SEBI (ICDR) Regulations, a company, with its Book Running Lead Manager, can cancel the IPO any time before the Issue opens. If the Issue is withdrawn after opening but before allotment, the company must publish a notice with reasons in English, Hindi, and regional newspapers.

In such a case, investor funds will be unblocked within one working day. If the company later decides to reissue, it must file a fresh DRHP. The IPO will only proceed after getting final listing and trading approvals and filing the Red Herring Prospectus with the Registrar of Companies.

Disclosure regarding Issue Program

Anchor Investor participation may be considered; their bidding will be 1 working day before Issue Opening Date.

Applications/revisions accepted between 10:00 A.M. to 5:00 P.M. at designated centers.

Cut-off timings on Issue Closing Date:

• 3:00 P.M. – Application acceptance
• 4:00 P.M. – Upload for non-retail investors
• 5:00 P.M. – Upload for retail investors (extendable by NSE)

Applications not uploaded would be rejected.

In case of data mismatch, physical form prevails.

Bids accepted only on working days (Mon–Fri, excluding bank holidays).