Regulation 45 - Disclosures in respect of Private Placements - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Disclosures in respect of Private Placements 45. (1) The issuer making a private placement of debt securities and non-convertible redeemable preference shares and seeking listing thereof on a recognised stock exchange shall make the following disclosures in the placement memorandum: (a) disclosures specified in 1 [ Schedule I ] of these regulations; (b) disclosures specified in the Companies Act, 2013 (18 of 2013) , as applicable; (c) additional disclosures as may be specified by the Board. (2) The disclosures as provided in sub-regulation (1) shall be made on the websites of stock exchange(s) where such securities are proposed to be listed and shall be available for download in PDF or any other format as may be specified by the Board. (3) The issuer shall ensure that the audited financial statements contained in the placement memorandum 2 [ **** ] shall not be more than six months old from the date of filing placement memorandum or the issue opening date, as applicable: Provided that in case of: (a) listed issuers (whose non-convertible securities or specified securities are listed on recognised stock exchange(s)), who are in compliance with the listing regulations; (b) the issuers of non-convertible securities, who are subsidiaries of entities who have listed their specified securities, and are in compliance with the listing regulations, instead of audited financial statements for the stub period, they may disclose unaudited financial information for such period in the format as prescribed in the listing regulations with limited review report, as filed with the stock exchange(s), subject to necessary disclosures in this regard in the placement memorandum including risk factors. ************** NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023 before it was read as, Schedule II 2. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023 before it was read as, and tranche placement memorandum