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GENERAL INFORMATION DOCUMENT FOR

INVESTING IN PUBLIC ISSUES


(UPDATED AS ON JULY 25, 2019)
This General Information Document highlights certain key rules, processes and procedures applicable to public issues in accordance
with the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act,1956 (“SCRA”), the Securities Contracts
(Regulation) Rules, 1957 (“SCRR”) and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 for all the Draft Red Herring Prospectus filed prior to November 10, 2018 to the extent applicable and Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”).
Bidders/Applicants should not construe the contents of this General Information Document as legal advice and should consult their
own legal counsel and other advisors in relation to the legal matters concerning the Offer. For taking an investment decision, the
Bidders/Applicants should rely on their own examination of the Issuer and the Offer, and should carefully read the Red Herring
Prospectus/Prospectus before investing in the Offer.
SEBI through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 and as modified though its circular
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 has proposed to introduce an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI
Mechanism for RIBs applying through Designated Intermediaries have been made effective along with the existing process and
existing timeline of T+6 days. The same was applicable until June 30, 2019 (“UPI Phase I”). Thereafter, for application by RIBs
through Designated Intermediaries, the existing process of physical movement of forms from Designated Intermediaries to SCSBs
for blocking of funds is discontinued and RIBs submitting their Application Forms through Designated Intermediaries (other than
SCSBs) can only use the UPI Mechanism with existing timeline of T+6 days, which will continue for a period of three months
until September 30, 2019, or launch of five main board public issues, whichever is later (“UPI Phase II”) As per SEBI’s circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 Phase II will be effective from July 1, 2019. Subsequently, the final
reduced timeline will be made effective using the UPI Mechanism for applications by RIBs (“UPI Phase III”), as may be prescribed
by SEBI. This Offer will be under Phase II.

TABLE OF CONTENTS

Section Particulars Page No.

Section 1 PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID) 2

Section 2 BRIEF INTRODUCTION TO IPOs/FPOs 2

Section 3 CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE 4

Section 4 APPLYING IN THE ISSUE 4

Section 5 OFFER PROCEDURE IN BOOK BUILT ISSUE 18

Section 6 OFFER PROCEDURE IN FIXED PRICE ISSUE 22

Section 7 ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT 22

Section 8 INTEREST AND REFUNDS 25

Section 9 GLOSSARY AND ABBREVIATIONS 27

SPANDANA SPHOORTY FINANCIAL LIMITED 1


SECTION 1: PURPOSE OF THE GENERAL Companies Act, 2013 (to the extent notified and in
INFORMATION DOCUMENT (GID) effect), the SCRR, industry-specific regulations, if
any, and other applicable laws for the time being
This document is applicable to the public issues in force.
undertaken through the Book-Building Process as well
as to the Fixed Price Offers. The purpose of the “General For details in relation to the above, Bidders/
Information Document for Investing in Public Issues” is to Applicants may refer to the RHP/Prospectus.
provide general guidance to potential Bidders/Applicants 2.4 Types of Public Offers – Fixed Price Offers and
in IPOs and FPOs, and on the processes and procedures Book Built Offers
governing IPOs and FPOs, undertaken in accordance with In accordance with the provisions of the SEBI
the provisions of the SEBI ICDR Regulations. ICDR Regulations, an Issuer can either determine
Bidders/Applicants should note that investment in equity the Offer Price through the Book Building Process
and equity related securities involves risk and Bidder/ (“Book Built Offer”) or undertake a Fixed Price
Applicant should not invest any funds in the Offer Offer (“Fixed Price Offer”).
unless they can afford to take the risk of losing their The cap on the Price Band should be less than or
investment. The specific terms relating to securities and/ equal to 120% of the Floor Price. The Issuer shall
or for subscribing to securities in an Offer and the relevant announce the Price or the Floor Price or the Price
information about the Issuer undertaking the Offer are set Band through advertisement in all newspapers
out in the Red Herring Prospectus (“RHP”)/ Prospectus in which the pre-offer advertisement was given
filed by the Issuer with the Registrar of Companies at least two Working Days before the Bid/Offer
(“RoC”). Bidders/Applicants should carefully read the Opening Date, in case of an IPO and at least one
entire RHP/Prospectus, the Bid cum Application Form/ Working Day before the Bid/Offer Opening Date,
Application Form and the Abridged Prospectus of the in case of an FPO and determine the Offer Price at
Issuer in which they are proposing to invest through the a later date before registering the Prospectus with
Offer. In case of any difference in interpretation or conflict the Registrar of Companies.
and/or overlap between the disclosure included in this The Floor Price or the Offer price cannot be lesser
document and the RHP/Prospectus, the disclosures in the than the face value of the securities. Bidders/
RHP/Prospectus shall prevail. The RHP/Prospectus of the Applicants should refer to the RHP/Prospectus or
Issuer is available on the websites of stock exchanges, Offer advertisements to check whether the Offer
on the website(s) of the BRLM(s) to the Offer and on is a Book Built Offer or a Fixed Price Offer.
the website of Securities and Exchange Board of India
(“SEBI”) at www.sebi.gov.in. 2.5 OFFER PERIOD
For the definitions of capitalized terms and abbreviations The Offer shall be kept open for a minimum of
used herein Bidders/Applicants may refer to the section three Working Days (for all categories of Bidders/
“Glossary and Abbreviations”. Applicants) and not more than ten Working Days.
Bidders/Applicants are advised to refer to the Bid
SECTION 2: BRIEF INTRODUCTION TO IPOs/FPOs cum Application Form and Abridged Prospectus
2.1 Initial public offer (IPO) or RHP/Prospectus for details of the Bid/Offer
An IPO means an offer of specified securities by Period. Details of Bid/Offer Period are also
an unlisted Issuer to the public for subscription available on the website of the Stock Exchange(s).
and may include an Offer for Sale of specified In case of a Book Built Offer, the Issuer may close
securities to the public by any existing holder of the Bid/Offer Period for QIBs one Working Day
such securities in an unlisted Issuer. prior to the Bid/Offer Closing Date if disclosures
2.2 Further public offer (FPO) to that effect are made in the RHP.
An FPO means an offer of specified securities by a In case of revision in the Price Band in Book Built
listed Issuer to the public for subscription and may Offers, the Bid/Offer Period may be extended by at
include Offer for Sale of specified securities to the least three Working Days, subject to the total Bid/
public by any existing holder of such securities in Offer Period not exceeding 10 Working Days. For
a listed Issuer. details of any revision of the Price Band, Bidders/
2.3 Other Eligibility Requirements Applicants may check the announcements made by
the Issuer on the websites of the Stock Exchanges
An Issuer proposing to undertake an IPO or an and the BRLM(s), and the advertisement in the
FPO is required to comply with various other newspaper(s) issued in this regard.
requirements as specified in the SEBI ICDR
Regulations, the SEBI LODR Regulations, the In case of force majeure, banking strike or similar

2 SPANDANA SPHOORTY FINANCIAL LIMITED


circumstances, the Issuer may, for reasons to be 2.6 FLOWCHART OF TIMELINES
recorded in writing, extend the bidding Offer A flow chart of process flow in Fixed Price
period for a minimum period of three working and Book Built Offers is as follows. Bidders/
days, subject to the total Bid/Offer Period not Applicants may note that this is not applicable for
exceeding 10 Working Days. Fast Track FPOs.:
Flow of Timeline for Phase I

Flow of Timeline for Phase II

SPANDANA SPHOORTY FINANCIAL LIMITED 3


(n) As per the existing regulations, OCBs are not allowed
SECTION 3: CATEGORY OF INVESTORS to participate in an Offer.
ELIGIBLE TO PARTICIPATE IN AN OFFER
SECTION 4: APPLYING IN THE OFFER
Each Bidder/Applicant should check whether it is eligible Book Built Offer: Bidders should only use the specified
to apply under applicable law. Furthermore, certain Bid cum Application Form bearing stamp of a Designated
categories of Bidders/Applicants, such as NRIs, FPIs and Intermediary as available or downloaded from the websites
FVCIs may not be allowed to Bid/Apply in the Offer or of the Stock Exchanges.
to hold Equity Shares, in excess of certain limits or in
specific sectors as specified under applicable law. Bidders/ Bid cum Application Forms are available with the
Applicants are requested to refer to the RHP/Prospectus Designated Intermediaries at the Bidding Centres and
for more details. at the registered office of the Issuer. Electronic Bid cum
Application Forms will be available on the websites of the
Subject to the above, an illustrative list of Bidders/ Stock Exchanges at least one day prior to the Bid/Offer
Applicants is as follows: Opening Date. For further details regarding availability
(a) Indian nationals resident in India who are competent of Bid cum Application Forms, Bidders may refer to the
to contract under the Indian Contract Act, 1872, in RHP/Prospectus and advertisements in the newspaper(s).
single or joint names (not more than three); For Anchor Investors, Bid cum Application Forms shall be
(b) Bids/Applications belonging to an account for the available at the offices of the BRLM(s).
benefit of a minor (under guardianship); Fixed Price Offer: Applicants should only use the
(c) Hindu Undivided Families or HUFs, in the individual specified Bid cum Application Form bearing the stamp of
name of the Karta. The Bidder/Applicant should the Designated Intermediary as available or downloaded
specify that the Bid is being made in the name of the from the websites of the Stock Exchanges. Application
HUF in the Bid cum Application Form/Application Forms will also be available with the Designated Branches
Form as follows: “Name of sole or first Bidder/ of the SCSBs and at the registered office of the Issuer.
Applicant: XYZ Hindu Undivided Family applying For further details regarding availability of Application
through XYZ, where XYZ is the name of the Karta”. Forms, Applicants may refer to the Prospectus.
Bids/Applications by HUFs may be considered at par Bidders/Applicants should ensure that they apply in the
with Bids/Applications from individuals; appropriate category. The prescribed color of the Bid cum
(d) Companies, corporate bodies and societies registered Application Form for various categories of Bidders/
under applicable law in India and authorised to hold Applicants is as follows:
and invest in equity shares;
(e) QIBs; Category Color of the Bid cum
Application Form
(f) NRIs on a repatriation basis or on a non-repatriation Resident Indian, Eligible NRIs White
basis subject to applicable law;
applying on a non-repatriation
(g) Indian Financial Institutions, regional rural banks, basis
co-operative banks (subject to RBI regulations and NRIs applying on a Blue
the SEBI ICDR Regulations and other laws, as
repatriation basis, FPIs on a
applicable);
repatriation basis
(h) FPIs other than Category III foreign portfolio Anchor Investors (where As specified by the
investors Bidding under the QIBs category; applicable) & Bidders/ Issuer
(i) FPIs which are Category III foreign portfolio Applicants Bidding/applying
investors Bidding under the NIIs category;
in the reserved category
(j) Trusts/societies registered under the Societies Reserved Category As specified by the
Registration Act, 1860, or under any other law Issuer
relating to trusts/societies and who are authorised Securities issued in an IPO can only be in dematerialized
under their respective constitutions to hold and invest form in accordance with Section 29 of the Companies
in equity shares; Act, 2013. Bidders/Applicants will not have the option of
(k) National Investment Fund set up by resolution no. F. getting the Allotment of specified securities in physical
No. 2/3/2005-DD-II dated November 23, 2005 of the form. However, they may get the specific securities
GoI published in the Gazette of India; rematerialized subsequent to Allotment.
(l) Limited liability partnerships registered under the 4.1 INSTRUCTIONS FOR FILLING THE BID
Limited Liability Partnership Act, 2008; CUM APPLICATION FORM/ APPLICATION
(m) Any other person eligible to Bid/Apply in the Offer, FORM
under the laws, rules, regulations, guidelines and Bidders/Applicants may note that Bid cum
policies applicable to them and under Indian laws; Application Form not filled completely or
and
correctly as per instructions provided in this GID,
4 SPANDANA SPHOORTY FINANCIAL LIMITED
the RHP/Prospectus and the Bid cum Application The samples of the Bid cum Application Form
Form/Application Form are liable to be rejected. for resident Bidders and the Bid cum Application
Instructions to fill each field of the Bid cum Form for non-resident Bidders are reproduced
Application Form can be found on the reverse side below:
of the Specific instructions for filling various fields of
Bid cum Application Form. the Resident Bid cum Application Form and Non-
Resident Bid cum Application Form and samples
are provided below.
4.1.1 FIELD NUMBER 1: NAME AND CONTACT
DETAILS OF THE SOLE/FIRST BIDDER/
APPLICANT
(a) Bidders/Applicants should ensure that the
name provided in this field is exactly the
same as the name in which the Depository
Account is held.
(b) Mandatory Fields: Bidders/Applicants
should note that the name and address fields
are compulsory and e-mail and/or telephone
number/mobile number fields are optional.
Bidders/Applicants should note that the
contact details mentioned in the Bid-cum
Application Form/Application Form may be
used to dispatch communications including
letters notifying the unblocking of the bank
accounts of Bidders (other than Anchor
Investors) in case the communication sent to
the address available with the Depositories
are returned undelivered or are not available.
The contact details provided in the Bid cum
Application Form may be used by the Issuer,
Application Form for Non-Residents Designated Intermediaries and the Registrar
to the Offer only for correspondence(s)
related to an Offer and for no other purposes.
(c) Joint Bids/Applications: In the case
of Joint Bids/Applications, the Bids /
Applications should be made in the name of
the Bidder/Applicant whose name appears
first in the Depository account. The name
so entered should be the same as it appears
in the Depository records. The signature
of only such first Bidder/Applicant would
be required in the Bid cum Application
Form/Application Form and such first
Bidder/Applicant would be deemed to have
signed on behalf of the joint holders. All
communications may be addressed to such
first Bidder/Applicant and may be dispatched
to his or her address as per the Demographic
Details received from the Depositories.
(d) Impersonation: Attention of the Bidders/
Applicants is specifically drawn to the
provisions of sub-section (1) of Section
38 of the Companies Act, 2013 which is

SPANDANA SPHOORTY FINANCIAL LIMITED 5


reproduced below: behalf of the Central or State Government,
“Any person who: Bids/Applications by officials appointed
by the courts and Bids/Applications by
(a) makes or abets making of an Bidders/Applicants residing in Sikkim
application in a fictitious name (“PAN Exempted Bidders/Applicants”).
to a company for acquiring, or Consequently, all Bidders/Applicants, other
subscribing for, its securities; or than the PAN Exempted Bidders/Applicants,
(b) makes or abets making of are required to disclose their PAN in the Bid
multiple applications to a cum Application Form/Application Form,
company in different names or irrespective of the Bid/Application Amount.
in different combinations of his A Bid cum Application Form/Application
name or surname for acquiring Form without PAN, except in case of PAN
or subscribing for its securities; Exempted Bidders/Applicants, is liable to be
or rejected. Bids/Applications by the Bidders/
(c) otherwise induces directly or Applicants whose PAN is not available as
indirectly a company to allot, per the Demographic Details available in
or register any transfer of, their Depository records, are liable to be
securities to him, or to any other rejected.
person in a fictitious name, (c) The exemption for the PAN Exempted
shall be liable for action under Bidders/Applicants is subject to (a) the
Section 447.” Demographic Details received from the
The liability prescribed under Section respective Depositories confirming the
447 of the Companies Act, 2013 includes exemption granted to the beneficial owner
imprisonment for a term which shall not by a suitable description in the PAN field and
be less than six months extending up to the beneficiary account remaining in “active
10 years (provided that where the fraud status”; and (b) in the case of residents of
involves public interest, such term shall Sikkim, the address as per the Demographic
not be less than three years) and fine of an Details evidencing the same.
amount not less than the amount involved (d) Bid cum Application Forms/Application
in the fraud, extending up to three times Forms which provide the General Index
of such amount. Register Number instead of PAN may be
(e) Nomination Facility to Bidder/Applicant: rejected.
Nomination facility is available in (e) Bids/Applications by Bidders whose demat
accordance with the provisions of Section 72 accounts have been ‘suspended for credit’
of the Companies Act, 2013. For Allotment are liable to be rejected pursuant to the
of the Equity Shares in dematerialized form, circular issued by SEBI on July 29, 2010,
there will be no separate nomination as the bearing number CIR/MRD/DP/22/2010.
nomination registered with the Depository Such accounts are classified as “Inactive
may prevail. For changing nominations, demat accounts” and Demographic Details
the Bidders/Applicants should inform their are not provided by depositories.
respective DP. 4.1.3 FIELD NUMBER 3: BIDDERS/APPLICANTS
4.1.2 FIELD NUMBER 2: PAN OF SOLE/FIRST DEPOSITORY ACCOUNT DETAILS
BIDDER/APPLICANT (a) Bidders/Applicants should ensure that DP
(a) PAN (of the sole/ first Bidder/Applicant) ID and the Client ID are correctly filled in
provided in the Bid cum Application Form/ the Bid cum Application Form/Application
Application Form should be exactly the Form. The DP ID and Client ID provided in
same as the PAN of the person(s) in whose the Bid cum Application Form/Application
name the relevant beneficiary account is Form should match with the DP ID and Client
held as per the Depositories’ records. ID available in the Depository database,
(b) PAN is the sole identification number for otherwise, the Bid cum Application Form/
participants transacting in the securities Application Form is liable to be rejected.
market irrespective of the amount of (b) Bidders/Applicants should ensure that the
transaction except for Bids/Applications on beneficiary account provided in the Bid

6 SPANDANA SPHOORTY FINANCIAL LIMITED


cum Application Form/Application Form is be rejected.
active. (d) Minimum Application Value and Bid
(c) Bidders/Applicants should note that on the Lot: The Issuer in consultation with the
basis of the PAN, DP ID and Client ID as BRLMs may decide the minimum number
provided in the Bid cum Application Form/ of Equity Shares for each Bid to ensure that
Application Form, the Bidder/Applicant the minimum application value is within
may be deemed to have authorized the the range of ` 10,000 to `15,000. The
Depositories to provide to the Registrar minimum Bid Lot is accordingly determined
to the Offer, any requested Demographic by an Issuer on the basis of such minimum
Details of the Bidder/Applicant as available application value.
on the records of the depositories. These (e) Allotment: The Allotment of specified
Demographic Details may be used, among securities to each RIB shall not be less than
other things, for any correspondence(s) the minimum Bid Lot, subject to availability
related to the Offer. of shares in the Retail Category, and the
(d) Bidders/Applicants are, advised to update remaining available shares, if any, shall be
any changes to their Demographic Details Allotted on a proportionate basis. For details
as available in the records of the Depository of the minimum Bid Lot, Bidders may refer
Participant to ensure accuracy of records. to the RHP/Prospectus or the advertisement
Any delay resulting from failure to update regarding the Price Band published by the
the Demographic Details would be at the Issuer.
Bidders/Applicants’ sole risk. 4.1.4.1 Maximum and Minimum Bid Size
4.1.4 FIELD NUMBER 4: BID OPTIONS (a) The Bidder may Bid for the desired number
(a) Price or Floor Price or Price Band, minimum of Equity Shares at a specific price. Bids
Bid Lot and Discount (if applicable) may by Retail Individual Investors and Retail
be disclosed in the Prospectus /RHP by the Individual Shareholders must be for such
Issuer. The Issuer is required to announce number of shares so as to ensure that the
the Floor Price or Price Band, minimum Bid Amount less Discount (as applicable),
Bid Lot and Discount (if applicable) by way payable by the Bidder does not exceed `
of an advertisement in at least one English, 200,000.
one Hindi and one regional newspaper, In case the Bid Amount exceeds ` 200,000
with wide circulation at the place where due to revision of the Bid or any other reason,
the Issuer’s registered office is situated, at the Bid may be considered for allocation
least two Working Days before Bid/Offer under the Non-Institutional Category, with it
Opening Date in case of an IPO, and at least not being eligible for Discount, then, such
one Working Day before Bid/Offer Opening Bid may be rejected if it is at the Cut-off
Date in case of an FPO. Price.
(b) The Bidders may Bid at or above Floor The maximum bid Amount under the
Price or within the Price Band for IPOs / Employee Reservation Portion by an Eligible
FPOs undertaken through the Book Building Employee could not exceed ` 500,000.
Process. In the case of Alternate Book However, the initial Allotment to an Eligible
Building Process for an FPO, the Bidders Employee in the Employee Reservation
may Bid at Floor Price or any price above Portion could not exceed ` 200,000. Only
the Floor Price (For further details Bidders in the event of an under-subscription in
may refer to (Section 5.6 (e)) the Employee Reservation Portion post the
(c) Cut-Off Price: Retail Individual Investors initial Allotment, such unsubscribed portion
or Employees or Retail Individual may be Allotted on a proportionate basis to
Shareholders in the Shareholder Reservation Eligible Employees Bidding in the Employee
Portion (if any) can Bid at the Cut-off Price Reservation Portion, for a value in excess
indicating their agreement to Bid for and of ` 200,000, subject to the total Allotment
purchase the Equity Shares at the Offer to an Eligible Employee not exceeding `
Price as determined at the end of the Book 500,000.
Building Process. Bidding at the Cut-off (b) For NRIs, a Bid Amount of up to ` 200,000
Price is prohibited for QIBs and NIIs and may be considered under the Retail
such Bids from QIBs and NIIs are liable to
SPANDANA SPHOORTY FINANCIAL LIMITED 7
Category for the purposes of allocation and (h) A Bid by NII bidder cannot be submitted
a Bid Amount exceeding ` 200,000 may for more than the Offer size excluding QIB
be considered under the Non-Institutional portion. (i) The maximum Bid by any Bidder
Category for the purposes of allocation. including QIB Bidder should not exceed the
(c) Bids by QIBs and NIIs must be for such investment limits prescribed for them under
minimum number of shares such that the Bid the applicable laws.
Amount exceeds ` 200,000 and in multiples (j) The price and quantity options submitted
of such number of Equity Shares thereafter, by the Bidder in the Bid cum Application
as may be disclosed in the Bid cum Form may be treated as optional bids from
Application Form and the RHP/Prospectus, the Bidder and may not be cumulated.
or as advertised by the Issuer, as the case After determination of the Offer Price,
may be. NIIs and QIBs are not allowed to the number of Equity Shares Bid for by a
Bid at ‘Cut- off Price’. Bidder at or above the Offer Price may be
(d) RIBs may revise or withdraw their bids considered for Allotment and the rest of
until the Bid/Offer Closing Date. QIBs and the Bid(s), irrespective of the Bid Amount
NII’s cannot withdraw or lower their Bids may automatically become invalid. This is
(in terms of quantity of Equity Shares or the not applicable in case of FPOs undertaken
Bid Amount) at any stage after bidding and through Alternate Book Building Process
all categories of investors are required to pay (For details of Bidders may refer to (Section
the Bid Amount upon submission of the Bid. 5.6 (e)).
(e) In case the Bid Amount reduces to ` 200,000 4.1.4.2 Multiple Bids
or less due to a revision of the Price Band, (a) Bidder should submit only one Bid cum
Bids by the NIIs who are eligible for Application Form. Bidders shall have
allocation in the Retail Category would be the option to make a maximum of Bids at
considered for allocation under the Retail three different price levels in the Bid cum
Category. Application Form and such options are not
(f) For Anchor Investors, if applicable, the Bid considered as multiple Bids.
Amount shall be least ` 10 crores. One- Submission of a second Bid cum Application
third of the Anchor Investor Portion shall Form to either the same or to another
be reserved for domestic Mutual Funds, Designated Intermediary and duplicate
subject to valid Bids being received from copies of Bid cum Application Forms
domestic Mutual Funds at or above the price bearing the same application number shall
at which allocation is being done to other be treated as multiple Bids and are liable to
Anchor Investors. Bids by various schemes be rejected.
of a Mutual Fund shall be aggregated to (b) Bidders are requested to note the following
determine the Bid Amount. A Bid cannot procedures may be followed by the Registrar
be submitted for more than 60% of the QIB to the Offer to detect multiple Bids:
Category under the Anchor Investor Portion.
Anchor Investors cannot withdraw their Bids i. All Bids may be checked for common
or lower the size of their Bids (in terms of PAN as per the records of the Depository.
quantity of Equity Shares or the Bid Amount) For Bidders other than Mutual Funds,
at any stage after the Anchor Investor Bid/ Bids bearing the same PAN may be
Offer Period and are required to pay the Bid treated as multiple Bids by a Bidder and
Amount at the time of submission of the Bid. may be rejected.
In case the Anchor Investor Allocation Price ii. For Bids from Mutual Funds, submitted
is lower than the Offer Price, the balance under the same PAN, as well as Bids on
amount shall be payable as per the pay-in- behalf of the PAN Exempted Bidders/
date mentioned in the revised CAN. In case Applicants, the Bid cum Application
the Offer Price is lower than the Anchor Forms may be checked for common DP
Investor Offer Price, the amount in excess of ID and Client ID. Such Bids which have
the Offer Price paid by the Anchor Investors the same DP ID and Client ID may be
shall not be refunded to them. treated as multiple Bids and are liable to
(g) A Bid by QIB bidder cannot be submitted for be rejected.
more than the Offer size. (c) The following Bids may not be treated as
multiple Bids:
8 SPANDANA SPHOORTY FINANCIAL LIMITED
i. Bids by Reserved Categories Bidding and ensure that any prospective Allotment
in their respective Reservation Portion to it in the Offer is in compliance with the
as well as Bids made by them in the Net investment restrictions under applicable law.
Offer portion in the public category. (b) Certain categories of Bidders/Applicants,
ii. Separate Bids by Mutual Funds in such as NRIs, FPIs and FVCIs may not be
respect of more than one scheme of the allowed to Bid/Apply in the Offer or hold
Mutual Fund provided that the Bids Equity Shares exceeding certain limits
clearly indicate the scheme for which specified under applicable law. Bidders/
the Bid has been made. Applicants are requested to refer to the RHP/
iii. Bids by Mutual Funds submitted Prospectus for more details.
with the same PAN but with different (c) Bidders/Applicants should check whether
beneficiary account numbers, Client they are eligible to apply on non-repatriation
IDs and DP IDs. basis or repatriation basis and should
iv. Bids by Anchor Investors under the accordingly provide the investor status.
Anchor Investor Portion and the QIB Details regarding investor status are different
Category. in the Resident Bid cum Application Form
and Non-Resident Bid cum Application
4.1.5 FIELD NUMBER 5 : CATEGORY OF Form.
BIDDERS
(d) Bidders/Applicants should ensure that their
(a) The categories of Bidders identified as per investor status is updated in the Depository
the SEBI ICDR Regulations for the purpose records.
of Bidding, allocation and allotment in the
Offer are RIBs, NIIs and QIBs. 4.1.7 FIELD NUMBER 7: PAYMENT DETAILS
(b) Up to 60% of the QIB Category can be (a) Bidders are required to enter either the
allocated by the Issuer, on a discretionary ASBA Bank account details or the UPI ID in
basis subject to the criteria of minimum and this field.
maximum number of Anchor Investors based In case the Bidder doesn’t provide any of the
on allocation size, to the Anchor Investors, ASBA Bank account details or the UPI
in accordance with SEBI ICDR Regulations, ID then the application would be rejected.
with one-third of the Anchor Investor Portion For application submitted to Designated
reserved for domestic Mutual Funds subject Intermediaries by RIBs (other than SCSBs),
to valid Bids being received at or above the RIBs providing both the ASBA Bank
Offer Price. For details regarding allocation account details as well as the UPI ID, the
to Anchor Investors, Bidders may refer to UPI ID will be considered for processing
the RHP/Prospectus. of the application. NRIs shall applying in
(c) An Issuer can make reservation for certain the Offer through the UPI mechanism are
categories of Bidders/Applicants as advised to enquire with the relevant Bank,
permitted under the SEBI ICDR Regulations. whether their account is UPI linked, prior to
For details of any reservations made in the making such application through Channel
Offer, Bidders/Applicants may refer to the III.
RHP/Prospectus. (b) The full Bid Amount (net of any Discount,
(d) The SEBI ICDR Regulations specify the as applicable) shall be blocked based
allocation or Allotment that may be made on the authorization provided in the Bid
to various categories of Bidders in an cum Application Form. If the Discount is
Offer depending upon compliance with the applicable in the Offer, the RIBs and Retail
eligibility conditions. Details pertaining to Individual Shareholders and Employees
allocation are disclosed on the reverse side of Bidding in the Employee Reservation
the Revision Form. For Offer specific details Portion (if any) should indicate the full Bid
in relation to allocation Bidder/Applicant Amount in the Bid cum Application Form
may refer to the RHP/Prospectus. and the payment shall be blocked for the
Bid Amount net of Discount. Only in cases
4.1.6 FIELD NUMBER 6: BIDDER STATUS where the RHP/Prospectus indicates that
(a) Each Bidder/Applicant should check whether part payment may be made, such an option
it is eligible to apply under applicable law can be exercised by the Bidder. In case

SPANDANA SPHOORTY FINANCIAL LIMITED 9


of Bidders specifying more than one Bid mechanism are advised to enquire with the
Option in the Bid cum Application Form, the relevant Bank, whether their account is UPI
total Bid Amount may be calculated for the linked, prior to making such application
highest of three bid options at net price, i.e. through Channel III.
Bid price less Discount offered, if any. (f) Bid Amount cannot be paid in cash, cheque,
(c) RIBs bidding at Cut-off price, the amount demand draft, through money order or
shall be blocked based on the Cap Price. through postal order.
(d) All QIB and NII Bidders (other than Anchor 4.1.7.1. Instructions for Anchor Investors:
Investors) can participate in the Offer only (a) Anchor Investors shall submit their Bids
through the ASBA mechanism. only with any of the BRLMs to the Offer.
(e) RIBs submitting their applications through (b) Payments should be made either by direct
Designated Intermediaries (other than credit, RTGS, NACH or NEFT.
SCSBs) can participate in the Offer only
through the UPI Mechanism, through their (c) The Anchor Escrow Bank(s) shall maintain
UPI ID linked with their bank account. the monies in the Anchor Escrow Account
NRIs applying in the Offer through the UPI for and on behalf of the Anchor Investors
until the Designated Date.
4.1.7.2. Payment instructions for Bidders (other than Anchor Investors)
(a) RIBs bidding through Designated Intermediaries should note that with the introduction of UPI as a payment
mechanism, there are three channels of making applications in public issues available to them in Phase II
(i.e. from July 1, 2019 for a period of three months until September 30, 2019, or floating of five main board
public issues, whichever is later), as per the SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated
April 3, 2019 and and (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019. The three channels for
making applications in public issues available to RIBs bidding through Designated Intermediaries are as
follows:
Channel I Channel II Channel IV
RIBs may submit the Bid cum RIBs may submit the Bid cum RIBs may submit the Bid cum
Application Form with ASBA as Application Form online using Application Form with any of
the sole mechanism for making the facility of linked online the Designated Intermediaries,
payment either physically (at the trading, demat and bank account other than SCSBs, and use his/
branch of the SCSB) or online. (3-in-1 type accounts) provided her UPI ID for the purpose of
For such applications the existing by Registered Brokers. blocking of funds.
process of uploading the bid and
blocking of funds in the RIBs’
account by the SCSB would
continue.

NRIs applying in the Offer through the UPI mechanism are advised to enquire with the relevant Bank,
whether their account is UPI linked, prior to making such application through Channel III. For Phase
II and Phase III, RIBs will also have the option to use only the same channels (as described above) for
making applications in a public issue.
Please see below a graphical illustrative process of the investor receiving and approving the UPI
Mandate Request:

10 SPANDANA SPHOORTY FINANCIAL LIMITED


SPANDANA SPHOORTY FINANCIAL LIMITED 11
(b) QIB and NII Bidders may submit the Bid ASBA Forms.
cum Application Form either (h) Bidders bidding directly through the
(i) to SCSBs in physical or electronic SCSBs should ensure that the Bid cum
mode through the internet banking Application
facility offered by an SCSB authorizing Form is submitted to a Designated Branch
blocking of funds that are available in of a SCSB where the ASBA Account is
the ASBA account specified in the Bid maintained.
cum Application Form, or (i) Upon receipt of the Bid cum Application
(ii) in physical mode to any Designated Form, the Designated Branch of the SCSB
Intermediary. may verify if sufficient funds equal to the Bid
(c) Bidders must specify the Bank Account Amount are available in the ASBA Account,
number, or the UPI ID (for RIBs bidding as mentioned in the Bid cum Application
using the UPI Mechanism), as applicable, in Form.
the Bid cum Application Form. The Bid cum (j) If sufficient funds are available in the ASBA
Application Form submitted by a Bidder Account, the SCSB may block an amount
and which is accompanied by cash, demand equivalent to the Bid Amount mentioned
draft, cheque, money order, postal order or in the Bid cum Application Form and for
any mode of payment other than blocked application directly submitted to SCSB by
amounts in the ASBA Account, may not be investor, may enter each Bid option into the
accepted. electronic bidding system as a separate Bid.
(d) Bidders should note that application made (k) If sufficient funds are not available in the
using third party UPI ID or ASBA Bank ASBA Account, the Designted Branch of the
account are liable to be rejected. SCSB may not accept such Bids and such
(e) Bidders shall note that for the purpose of bids are liable to be rejected upon submission
blocking funds under ASBA facility clearly of a completed Bid cum Application Form
demarcated funds shall be available in the each Bidder (not being a RIB who has
ASBA Account (other than RIBs bidding opted for the UPI payment mechanism
through non-UPI Mechanism). and provided a UPI ID with the Bid cum
Application Form) may be deemed to have
(f) Bidders should submit the Bid cum agreed to block the entire Bid Amount and
Application Form only at the Bidding authorized the Designated Branch of the
Centers, i.e. to the respective member of the SCSB to block the Bid Amount specified in
Syndicate at the Specified Locations, the the Bid cum Application Form in the ASBA
SCSBs, the Registered Broker at the Broker Account maintained with the SCSBs. For
Centres, the RTA at the Designated CRTA details regarding blocking of Bid Amount for
Locations or CDP at the Designated CDP RIBs who have provided a UPI ID with the
Locations. RIBs bidding through the non- Application Form please refer to paragraph
UPI mechanism should either submit the 4.1.7.4.
physical Bid cum Application Form with the
SCSBs or Designated Branches of SCSBs (m) The Bid Amount may remain blocked in the
under Channel I or submit the Bid cum aforesaid ASBA Account until finalisation
Application Form online using the facility of of the Basis of Allotment and consequent
3-in-1 type accounts under Channel II. transfer of the Bid Amount against the
Allotted Equity Shares to the Public Offer
(g) Bidders (other than RIBs bidding Account, or until withdrawal or failure of the
through non-UPI Mechanism) bidding Offer, or until withdrawal or rejection of the
through Designated Intermediaries other Bid, as the case may be.
than a SCSB, should note that ASBA Forms
submitted to such Designated Intermediary (n) SCSBs bidding in the Offer must apply
may not be accepted, if the SCSB where the through an Account maintained with any
ASBA Account, as specified in the Bid cum other SCSB; else their Bids are liable to be
Application Form, is maintained has not rejected.
named at least one branch at that location (o) NRIs applying in the Offer through the UPI
for such Designated Intermediary, to deposit mechanism are advised to enquire with the

12 SPANDANA SPHOORTY FINANCIAL LIMITED


relevant Bank, whether their account is UPI application amount is available.
linked, prior to making such application (b) RIBs shall ensure that the bank, with which
through Channel III. it has its bank account, where the funds
4.1.7.3 Unblocking of ASBA Account equivalent to the application amount is
(a) Once the Basis of Allotment is approved by available for blocking has been notified as
the Designated Stock Exchange, the Registrar Issuer Banks for UPI. A list of such banks
to the Offer may provide the following is available at https://www.sebi.gov.in/
details to the controlling branches of each sebiweb/other/OtherAction.do?doRecognis
SCSB or the Sponsor Bank, as the case may edFpi=yes&intmId=40.
be, along with instructions to unblock the (c) RIBs shall mention his / her UPI ID
relevant ASBA Accounts and for successful along with the bid details in the Bid cum
applications transfer the requisite money to Application Form in capital letters and
the Public Offer Account designated for this submit the Bid cum Application Form to any
purpose, within the specified timelines: (i) of the Designated Intermediaries, other than
the number of Equity Shares to be Allotted SCSBs). It is clarified that if an RIB submits
against each Bid, (ii) the amount to be a third party UPI ID instead of his/her own
transferred from the relevant ASBA Account UPI ID in the Bid cum Application Form,
to the Public Offer Account, for each Bid, the application is liable to be rejected.
(iii) the date by which funds referred to in (ii) (d) The Designated Intermediary (other than
above may be transferred to the Public Offer SCSBs) upon receipt of the Bid cum
Account, (iv) the amount to be unblocked, Application Form will upload the bid details
if any, in case of partial allotments and (v) along with UPI ID in the stock exchange
details of rejected ASBA Bids, if any, along bidding platform.
with reasons for rejection and details of
withdrawn or unsuccessful Bids, if any, to (e) Once the bid has been entered into the
enable the SCSBs or the Sponsor Bank, as Stock Exchange bidding platform, the
the case may be, to unblock the respective stock exchange will validate the PAN and
ASBA Accounts. Demat Account details of the RIB with the
Depository. The Depository will validate
(b) On the basis of instructions from the Registrar the aforesaid details on a real time basis
to the Offer, the SCSBs or the Sponsor Bank, and send a response to the stock exchange
as the case may be, may transfer the requisite which will be shared by the stock exchange
amount against each successful Bidder to the with the respective Designated Intermediary
Public Offer Account and may unblock the through its bidding platform, for corrections,
excess amount, if any, in the ASBA Account. if any.
(c) In the event of withdrawal or rejection (f) Once the bid details have been validated
of the Bid cum Application Form and for by the Depository, the stock exchange will,
unsuccessful Bids, the Registrar to the Offer on a continuous basis, electronically share
may give instructions to the SCSB or to the the bid details along with the UPI ID of
Sponsor Bank to revoke the mandate and, as the concerned RIB with the Sponsor Bank
the case may be, to unblock the Bid Amount appointed by the Issuer.
in the relevant account within four Working
Days of the Bid/Offer Closing Date. (g) The Sponsor Bank will validate the UPI ID
of the RIB before initiating the Mandate
4.1.7.4 Additional Payment Instructions for RIBs request.
bidding through Designated Intermediaries
(other thn SCSBs) using the UPI Mechanism (h) The Sponsor Bank after validating the UPI
ID will initiate a UPI Mandate Request
(a) Before submission of the application form for valid UPI ID on the RIB which will be
with the Designated Intermediary, an RIB electronically received by the RIB as an
shall download the mobile application, SMS / intimation on his / her mobile number
associated with the UPI ID linked bank / mobile app associated with the UPI ID
account, for UPI and create a UPI ID (xyz@ linked account. The RIB shall ensure that the
bankname) of not more than 45 characters details of the Bid are correct by opening the
with its bank and link it to his/ her bank attachment in the UPI Mandate Request and
account where the funds equivalent to the then proceed to authorise the UPI Mandate

SPANDANA SPHOORTY FINANCIAL LIMITED 13


Request using his/her UPI PIN. Upon the (c) The Bidders entitled to the applicable
authorization of the mandate using his/ Discount in the Offer may block their ASBA
her UPI PIN, an RIB may be deemed to Account for an amount i.e. the Bid Amount
have verified the attachment containing the less Discount (if applicable).
application details of the RIB in the UPI Bidder (other than employees) may note
Mandate Request and have agreed to block that in case the net amount blocked (post
the entire Bid Amount mentioned in the Bid Discount) is more than two lakh Rupees,
Cum Application Form and subsequent debit the Bidding system automatically considers
in case of allotment. such applications for allocation under Non-
(i) Upon successful validation of the block Institutional Category. These applications
request by the RIB, the said information are neither eligible for Discount nor fall
would be electronically received by the under Retail Category.
RIB’s bank, where the funds, equivalent 4.1.8 FIELD NUMBER 8: SIGNATURES AND
to the application amount would get OTHER AUTHORISATIONS
blocked in the ASBA Account of the RIB.
Intimation regarding confirmation of such (a) Only the First Bidder/Applicant is required
blocking of funds in the ASBA Account of to sign the Bid cum Application Form/
the RIB would also be received by the RIB. Application Form. Bidders/Applicants
Information on the block status request should ensure that signatures are in one
would be shared with the Sponsor Bank of the languages specified in the Eighth
which in turn would share it with the stock Schedule to the Constitution of India.
exchange which in turn would share it with (b) The signature has to be correctly affixed in
the Registrar in the form of a file for the the authorization/undertaking box in the Bid
purpose of reconciliation and display it on cum Application Form/Application Form,
the stock exchange bidding platform for the or an authorisation has to be provided to
information of the Designated Intermediary. the SCSB or using the UPI to the Sponsor
(j) RIBs may continue to modify or withdraw Bank, via the electronic mode, for blocking
the Bid till the closure of the Bidding Period. funds in the ASBA Account equivalent to
For each modification of the Bid, the RIB the Bid Amount mentioned in the Bid cum
will submit a revised Bid and will receive a Application Form/Application Form.
new UPI Mandate Request from the Sponsor (c) Bidders/Applicants must note that Bid cum
Bank to be validated as per the process Application Form/Application Form without
indicated above. signature of Bidder/Applicant and /or ASBA
(k) RIBs to check the correctness of the details Account holder is liable to be rejected.
on the mandate received before approving 4.1.9 ACKNOWLEDGEMENT AND FUTURE
the Mandate Request. COMMUNICATION
(l) Post closure of the Offer, the stock exchange (a) Bidders should ensure that they receive
will share the Bid details with the Registrar the Acknowledgment slip or the
along with the final file received from the acknowledgement number duly signed and
Sponsor Bank containing status of blocked stamped by a Designated Intermediary, as
funds or otherwise, along with the ASBA applicable, for submission of the Bid cum
Account details with respect to applications Application Form.
made by RIBs using UPI ID. (b) All communications in connection with
4.1.7.5 Discount (if applicable) Bids/Applications made in the Offer should
(a) The Discount is stated in absolute rupee be addressed as under:
terms. i. In case of queries related to Allotment,
(b) Bidders applying under Retail Category, non-receipt of Allotment Advice, credit
Retail Individual Shareholder and of Allotted Equity Shares, unblocking
Employees under Employee Reservation of funds, the Bidders/Applicants should
Portion are only eligible for discount. For contact the Registrar to the Offer.
Discounts offered in the Offer, Bidders may ii. In case of Bids submitted to the
refer to the RHP/Prospectus. Designated Branches of the SCSBs,
the Bidders/Applicants should contact

14 SPANDANA SPHOORTY FINANCIAL LIMITED


the relevant Designated Branch of the bids until Bid/Offer Closing date.
SCSB. (c) Revisions can be made in both the desired
iii. In case of queries relating to uploading number of Equity Shares and the Bid
of Syndicate ASBA Bids, the Bidders/ Amount by using the Revision Form.
Applicants should contact the relevant (d) The Bidder/Applicant can make this revision
Syndicate Member. any number of times during the Bid/ Offer
iv. In case of queries relating to uploading Period.
of Bids by a Designated Intermediary, However, for any revision(s) in the Bid, the
the Bidders/Applicants should contact Bidders/Applicants will have to use the services of
the relevant Designated Intermediary. the same Designated Intermediary through which
v. In case of queries relating to uploading such Bidder/Applicant had placed the original
of Bids through the UPI Mechanism, Bid. It is clarified that RIBs whose original Bid
the Bidders/Applicants should contact is made using the UPI Mechanism, can make
the Designated Intermediary. revision(s) to their Bid using the UPI Mechanism
vi. Bidder/Applicant may contact the only, whereby each time the Sponsor Bank will
Company Secretary and Compliance initiate a new UPI Mandate Request. Bidders/
Officer or BRLM(s) in case of any other Applicants are advised to retain copies of the
complaints in relation to the Offer. blank Revision Form and the Bid(s) must be made
(c) The following details (as applicable) should only in such Revision Form or copies thereof.
be quoted while making any queries – A sample revision form is reproduced below:
i. full name of the sole or First Bidder/
Applicant, Bid cum Application Form
number, Applicants’/Bidders’ DP ID,
Client ID, PAN, number of Equity
Shares applied for, amount paid on
application.
ii. name and address of the Designated
Intermediary, where the Bid
was submitted along with the
acknowledgment slip from Designated
Intermediary or
iii. Bids, ASBA Account number or
the UPI ID (for RIBs who make the
payment of Bid Amount through the
UPI Mechanism) linked to the ASBA
Account where the Bid Amount was
blocked
For further details, Bidder/Applicant may refer to
the RHP/Prospectus and the Bid cum Application
Form.
4.2 INSTRUCTIONS FOR FILING THE
REVISION FORM
(a) During the Bid/Offer Period, any Bidder/
Applicant (other than QIBs and NIIs, who
can only revise their bid upwards) who has
registered his or her interest in the Equity
Shares at a particular price level is free to Instructions to fill each field of the Revision Form
revise his or her Bid within the Price Band can be found on the reverse side of the Revision
using the Revision Form, which is a part of Form. Other than instructions already highlighted
the Bid cum Application Form. at paragraph 4.1 above, point wise instructions
(b) RIB may revise their Bids or withdraw their regarding filling up various fields of the Revision
Form are provided below:
SPANDANA SPHOORTY FINANCIAL LIMITED 15
4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT the RIB and the RIB is deemed to have
DETAILS OF SOLE/FIRST BIDDER/ approved such revised Bid at Cut- off Price.
APPLICANT, PAN OF SOLE/FIRST BIDDER/ (f) In case of a downward revision in the Price
APPLICANT & DEPOSITORY ACCOUNT Band, RIBs and Bids by Employees under
DETAILS OF THE BIDDER/APPLICANT the Reservation Portion, who have bid at
Bidders/ Applicants should refer to instructions the Cut-off Price could either revise their
contained in paragraphs 4.1.1, 4.1.2 and 4.1.3. Bid or the excess amount paid at the time of
4.2.2 FIELD 4 & 5: BID OPTIONS REVISION Bidding will be unblocked.
‘FROM’ AND ‘TO’ 4.2.3 FIELD 6: PAYMENT DETAILS
(a) Apart from mentioning the revised options (a) All Bidders/Applicants are required to
in the Revision Form, the Bidder/Applicant authorize blocking of the full Bid Amount
must also mention the details of all the (less Discount (if applicable) at the time of
bid options given in his or her Bid cum submitting the Bid Revision Form. In case
Application Form or earlier Revision Form. of Bidders/Applicants specifying more than
For example, if a Bidder/Applicant has Bid one Bid Option in the Bid cum Application
for three options in the Bid cum Application Form, the total Bid Amount may be
Form and such Bidder/Applicant is changing calculated for the highest of three options at
only one of the options in the Revision net price, i.e. Bid price less discount offered,
Form, the Bidder/Applicant must still fill if any.
the details of the other two options that are (b) Bidder/Applicant may issue instructions to
not being revised, in the Revision Form. The block the revised amount based on cap of the
Designated Intermediaries may not accept revised Price Band (adjusted for the Discount
incomplete or inaccurate Revision Forms. (if applicable) in the ASBA Account, to the
(b) In case of revision, Bid options should be same Designated Intermediary through
provided by Bidders/Applicants in the same whom such Bidder/Applicant had placed the
order as provided in the Bid cum Application original Bid to enable the relevant SCSB to
Form. block the additional Bid Amount, if any.
(c) In case of revision of Bids by RIBs and (c) In case of a downward revision in the
Retail Individual Shareholders, such Price Band, RIBs, Employees and Retail
Bidders/Applicants should ensure that Individual Shareholders, who have bid at
the Bid Amount, subsequent to revision, the Cut-off Price, could either revise their
does not exceed ` 200,000. In case the Bid Bid or the excess amount paid at the time of
Amount exceeds ` 200,000 due to revision Bidding may be unblocked.
of the Bid or for any other reason, the Bid 4.2.4 FIELD 7: SIGNATURES AND
may be considered, subject to eligibility, ACKNOWLEDGEMENTS
for allocation under the Non-Institutional
Bidders/ Applicants may refer to instructions
Category, not being eligible for Discount (if
contained at paragraphs 4.1.8 and 4.1.9 for this
applicable) and such Bid may be rejected if
purpose.
it is at the Cut- off Price. The Cut-off Price
option is given only to the RIBs, Employees 4.3 INSTRUCTIONS FOR FILING
and Retail Individual Shareholders APPLICATION FORM IN ISSUES MADE
indicating their agreement to Bid for and OTHER THAN THROUGH THE BOOK
purchase the Equity Shares at the Offer BUILDING PROCESS (FIXED PRICE
Price as determined at the end of the Book OFFER)
Building Process. 4.3.1 FIELDS 1, 2, 3: NAME AND CONTACT
(d) In case of revision of Bids by Employees, DETAILS OF SOLE/FIRST BIDDER/
such Bidders/Applicants should ensure that APPLICANT, PAN OF SOLE/FIRST BIDDER/
the Bid Amount, subsequent to revision, APPLICANT & DEPOSITORY ACCOUNT
does not exceed ` 500,000. DETAILS OF THE BIDDER/APPLICANT
(e) If, however, the RIB does not either revise Applicants should refer to instructions contained
the Bid or make additional payment and the in paragraphs 4.1.1, 4.1.2 and 4.1.3.
Offer Price is higher than the cap of the Price 4.3.2 FIELD 4: PRICE, APPLICATION QUANTITY
Band prior to revision, the number of Equity & AMOUNT
Shares Bid for shall be adjusted downwards (a) The Issuer may mention Price or Price
for the purpose of allocation, such that no Band in the draft Prospectus. However a
additional payment would be required from prospectus registered with RoC contains one
16 SPANDANA SPHOORTY FINANCIAL LIMITED
price or coupon rate (as applicable). (b) An Issuer can make reservation for certain
(b) Minimum Application Value and Bid categories of Applicants permitted under the
Lot: The Issuer in consultation with the SEBI ICDR Regulations. For details of any
Book Running Lead Manager to the Offer reservations made in the Offer, applicants
(LM) may decide the minimum number of may refer to the Prospectus.
Equity Shares for each Bid to ensure that (c) The SEBI ICDR Regulations specify the
the minimum application value is within the allocation or Allotment that may be made
range of ` 10,000 to ` 15,000. The minimum to various categories of applicants in an
Lot size is accordingly determined by an Offer depending upon compliance with the
Issuer on basis of such minimum application eligibility conditions. Details pertaining to
value. allocation are disclosed on reverse side of
(c) Applications by RIBs and Retail Individual the Revision Form. For Offer specific details
Shareholders, must be for such number of in relation to allocation applicant may refer
shares so as to ensure that the application to the Prospectus.
amount less Discount (as applicable), 4.3.4 FIELD NUMBER 6: INVESTOR STATUS
payable does not exceed ` 200,000. Applicants should refer to instructions contained
(d) Applications by Employees must be for such in paragraphs 4.1.6.
number of shares that the application amount 4.3.5 FIELD 7: PAYMENT DETAILS
payable less Discount (as applicable), does
not exceed ` 500,000.
(a) Bidders are required to enter either the
ASBA Bank account details or the UPI ID in
(e) Applications by other investors must be for this field.
such minimum number of shares such that
In case the Bidder does not provide any of
the application amount exceeds ` 200,000
the ASBA Bank account details or the UPI
and in multiples of such number of Equity
ID then the application would be rejected.
Shares thereafter, as may be disclosed in the
For application submitted to Designated
application form and the Prospectus, or as
Intermediaries (other than SCSBs), Bidder
advertised by the Issuer, as the case may be.
providing both the ASBA Bank account
(f) An application cannot be submitted for more details as well as the UPI ID, the UPI ID
than the Offer size. will be considered for processing of the
(g) The maximum application by any Applicant application.
should not exceed the investment limits (b) All Applicants (other than Anchor Investors)
prescribed for them under the applicable are required to make use of ASBA for
laws. applying in the Offer.
(h) Multiple Applications: An Applicant (c) RIBs applying through Designated
should submit only one Application Form. Intermediaries may make use of the UPI
Submission of a second Application Form to Mechanism for applying in the Offer.
either the same or other SCSB and duplicate
(d) If RIBs are applying in the Offer through
copies of Application Forms bearing the
non-UPI mechanism, then it shall either
same application number shall be treated
submit physical Bid cum Application Form
as multiple applications and are liable to be
with the SCSBs or the Designated Branches
rejected.
of the SCSBs under Channel I or submit the
(i) For details regarding the procedures to be Bid cum Application Form online using the
followed by the Registrar to detect multiple facility of 3-in1 type accounts under Channel
applications, Applicants should refer to II.
paragraphs 4.1.4.2(b) and 4.1.4.2(c).
(e) Application Amount cannot be paid in cash,
4.3.3 FIELD NUMBER 5: CATEGORY OF cheques or demand drafts through money
APPLICANTS order or through postal order or through
(a) The categories of applicants identified as per stock invest.
the SEBI ICDR Regulations for the purpose 4.3.11.1 Payment instructions for Applicants
of Bidding, allocation and Allotment in the
Applicants should refer to instructions contained
Offer are RIBs, individual applicants other
in paragraph 4.1.7.2.
than RIB’s and other investors (including
corporate bodies or institutions, irrespective 4.3.11.2 Unblocking of ASBA Account
of the number of specified securities applied Applicants should refer to instructions contained
for). in paragraph 4.1.7.3.

SPANDANA SPHOORTY FINANCIAL LIMITED 17


4.3.11.3Additional Payment Instructions for RIBs Mode of Submission of Bid cum
bidding through Designated Intermediaries Application Application Form
using the UPI Mechanism Applications from i. To the Designated
Applicants should refer to instructions contained RIBs applying Branches of the SCSBs
in paragraph 4.1.7.4. through non-UPI where the ASBA
4.3.11.4 Discount (if applicable) mechanism Account is maintained
Applicants should refer to instructions contained
in paragraph 4.1.7.5. ii. To the Brokers
4.3.12 FIELD NUMBER 8: SIGNATURES providing the facility of
AND OTHER AUTHORISATIONS & linked online trading,
ACKNOWLEDGEMENT AND FUTURE demat and bank account
COMMUNICATION (3-in-1 type accounts)
online
Applicants should refer to instructions contained
in paragraphs 4.1.8 & 4.1.9. (a) Bidders/Applicants should submit the
Revision Form to the same Designated
4.4 SUBMISSION OF BID CUM APPLICATION Intermediary through which such Bidder/
FORM/ REVISION FORM/APPLICATION Applicant had submitted the original Bid.
FORM
(b) Upon submission of the Bid-cum-
4.4.11 Bidders/Applicants may submit completed Application Form, the Bidder/Applicant
Bid-cum-application form / Revision Form in will be deemed to have authorized the Issuer
the following manner:- to make the necessary changes in the RHP
Mode ofSubmission of Bid cum and the Bid cum Application Form as would
Application Application Form be required for filing Prospectus with the
Anchor Investors To one of the Book Registrar of Co mpanies (RoC) and as would
Application Form Running Lead Managers be required by the RoC after such filing,
at the Specified Locations without prior or subsequent notice of such
mentioned in the Bid cum changes to the relevant Bidder/Applicant.
Application Form (c) Upon determination of the Offer Price
Applications from (a) To members of the and filing of the Prospectus with the RoC,
QIBs and NIIs Syndicate in the the Bid-cum- Application Form will be
Specified Locations considered as the application form.
or Registered Brokers SECTION 5: OFFER PROCEDURE IN BOOK
at the Broker Centres BUILT OFFER
or the CRTAs at the Book Building, in the context of the Offer, refers to the
Designated RTA process of collection of Bids within the Price Band or
Locations or the CDPs above the Floor Price and determining the Offer Price
at the Designated CDP based on the Bids received as detailed in Schedule XIII of
Locations; and 2018 SEBI ICDR Regulations. The Offer Price is finalised
after the Bid/Offer Closing Date. Valid Bids received at
(b) To the Designated or above the Offer Price are considered for allocation in
Branches of the SCSBs the Offer, subject to applicable regulations and other terms
where the ASBA and conditions.
Account is maintained 5.1 SUBMISSION OF BIDS
Applications from To members of the (a) During the Bid/Offer Period, ASBA
RIBs applying Syndicate in the Specified Bidders/Applicants may approach any of
through UPI Locations or Registered the Designated Intermediary to register and
mechanism Brokers at the Broker submit their Bids. Anchor Investors who
Centres or the CRTAs are interested in subscribing for the Equity
at the Designated RTA Shares should approach one of the BRLM on
Locations or the CDPs the Anchor Investor Bidding Date to register
at the Designated CDP and submit their Bid.
Locations; and (b) In case of Bidders/Applicants (excluding
NIIs and QIBs) bidding at Cut-off Price, the
Bidders/Applicants may instruct the SCSBs
or the Sponsor Bank, as applicable, to block

18 SPANDANA SPHOORTY FINANCIAL LIMITED


Bid Amount based on the Cap Price less requisite, including unblocking of the funds
discount (if applicable). in the ASBA Account.
(c) For details of the timing on acceptance (b) The Registrar to the Offer shall give
and upload of Bids in the Stock Exchanges instruction to the SCSB or the Sponsor
Platform Bidders/Applicants are requested Bank, as applicable, for unblocking the
to refer to the RHP. ASBA Account upon or after the finalization
5.2 ELECTRONIC REGISTRATION OF BIDS of basis of Allotment. QIBs and NIIs can
neither withdraw nor lower the size of their
(a) The Designated Intermediary may register
Bids at any stage.
the Bids using the on-line facility of the Stock
Exchanges. The Designated Intermediaries 5.5 REJECTION & RESPONSIBILITY FOR
can also set up facilities for off-line UPLOAD OF BIDS
electronic registration of Bids, subject to the (a) The Designated Intermediaries are
condition that they may subsequently upload individually responsible for the acts,
the off-line data file into the on-line facilities mistakes or errors or omission in relation to
for Book Building on a regular basis before i. the Bids accepted by the Designated
the closure of the issue. Intermediary;
(b) On the Bid/Offer Closing Date, the ii. the Bids (including the UPI ID,
Designated Intermediaries may upload the as applicable) uploaded by the
Bids till such time as may be permitted by Designated Intermediary; and
the Stock Exchanges, as disclosed in the Red
iii. the Bid cum application forms
Herring Prospectus.
accepted but not uploaded by the
(c) Only Bids that are uploaded on the Stock Designated Intermediaries.
Exchanges Platform would be considered
(b) The BRLMs and their affiliate Syndicate
for allocation/ Allotment. In Phase II, the
Member, as the case may be, may reject
Designated Intermediaries are given time
Bids if all the information required is not
till 1:00 pm on the day following the Bid/
provided and the Bid cum Application Form
Offer Closing Date to modify select fields
is incomplete in any respect.
uploaded in the Stock Exchange Platform
during the Bid/Offer Period after which the (c) The SCSBs or the Sponsor Banks, as
Stock Exchange(s) send the bid information applicable, shall have no right to reject Bids,
to the Registrar to the Offer for further except in case of unavailability of adequate
processing. funds in the ASBA Account or on technical
grounds.
5.3 BUILD UP OF THE BOOK
(d) In case of QIB Bidders, only the (i) SCSBs
(a) Bids received from various Bidders/
(for Bids other than the Bids by Anchor
Applicants through the Designated
Investors); and (ii) Book Running Lead
Intermediaries may be electronically
Managers and their affiliate Syndicate
uploaded on the Bidding Platform of the
Member (only in the specified locations)
Stock Exchanges’ on a regular basis. The
have the right to reject bids. However,
book gets built up at various price levels.
such rejection shall be made at the time of
This information may be available with the
receiving the Bid and only after assigning a
BRLMs at the end of the Bid/Offer Period.
reason for such rejection in writing.
(b) Based on the aggregate demand and price
(e) All bids by QIBs, NIIs & RIBs Bids can be
for Bids registered on the Stock Exchanges
rejected on technical grounds listed herein.
Platform, a graphical representation of
consolidated demand and price as available 5.5.1 GROUNDS FOR TECHNICAL REJECTIONS
on the websites of the Stock Exchanges may Bid cum Application Forms/Application Form
be made available at the Bidding centres can be rejected on the below mentioned technical
during the Bid/Offer Period. grounds either at the time of their submission to
5.4 WITHDRAWAL OF BIDS any of the Designated Intermediaries, or at the
time of finalisation of the Basis of Allotment.
(a) RIBs can withdraw their Bids until Bid/
Bidders/Applicants are advised to note that the
Offer Closing Date. In case a RIB wishes
Bids/Applications are liable to be rejected, inter-
to withdraw the Bid during the Bid/ Issue
alia, on the following grounds, which have been
Period, the same can be done by submitting
detailed at various places in this GID:-
a request for the same to the concerned
Designated Intermediary, who shall do the (a) Bid/Application by persons not competent to
contract under the Indian Contract Act, 1872,
SPANDANA SPHOORTY FINANCIAL LIMITED 19
as amended, (other than minors having valid value of the Equity Shares Bid/Applied for;
Depository Account as per Demographic (p) Bids/Applications for amounts greater
Details provided by Depositories); than the maximum permissible amounts
(b) Bids/Applications of Bidders (other than prescribed by the regulations;
Anchor Investors) accompanied by cash, (q) Submission of Bid cum Application Forms/
draft, cheques, money order or any other Application Form using third party UPI ID
mode of payment other than amounts or ASBA Bank Account;
blocked in the Bidders’ ASBA Account;
(r) Submission of more than one Bid cum
(c) Bids/Applications by OCBs; Application Form per UPI ID by RIBs
(d) In case of partnership firms, Bid/Application bidding through Designated Intermediaries,
for Equity Shares made in the name of the other than SCSBs (except for RIBs applying
firm. However, a limited liability partnership as Retail Individual Shareholders also);
can apply in its own name; (s) Bids/Applications for number of Equity
(e) In case of Bids/Applications under power of Shares which are not in multiples of Equity
attorney or by limited companies, corporate, Shares as specified in the RHP;
trust etc., relevant documents are not being (t) Multiple Bids/Applications as defined in this
submitted along with the Bid cum application GID and the RHP/Prospectus;
form/Application Form;
(u) Bid cum Application Forms/Application
(f) Bids/Applications by persons prohibited Forms are not delivered by the Bidders/
from buying, selling or dealing in the shares Applicants within the time prescribed
directly or indirectly by SEBI or any other as per the Bid cum Application Forms/
regulatory authority; Application Form, Bid/Offer Opening Date
(g) Bids/Applications by any person outside advertisement and as per the instructions
India if not in compliance with applicable in the RHP and the Bid cum Application
foreign and Indian laws; Forms;
(h) DP ID and Client ID not mentioned in the (v) Bank account mentioned in the Bid cum
Bid cum Application Form/Application Application Form (for Bidders applying
Form; through the non-UPI Mechanism) may not be
(i) ASBA Account number or UPI ID not an account maintained by SCSB. Inadequate
mentioned or incorrectly mentioned in the funds in the ASBA Account to block the Bid/
Bid cum Application Form/Application Application Amount specified in the Bid
Form; cum Application Form/ Application Form at
the time of blocking such Bid/Application
(j) PAN not mentioned in the Bid cum
Amount in the ASBA Account;
Application Form/Application Form except
for Bids/Applications by or on behalf of the (w) In case of Bids by RIBs (applying through
Central or State Government and officials the UPI Mechanism), the UPI ID mentioned
appointed by the court and by the investors in the Bid cum Application Form is linked to
residing in the State of Sikkim, provided such a third party bank account;
claims have been verified by the Depository (x) In case of Bids by RIBs (applying through
Participant; the UPI Mechanism), the UPI ID is not
(k) In case no corresponding record is available mentioned in the Bid cum Application Form;
with the Depositories that matches the DP (y) In case of Anchor Investors, Bids/
ID, the Client ID and the PAN; Applications where sufficient funds are not
(l) Bids/Applications for lower number of available in Escrow Accounts as per final
Equity Shares than the minimum specified certificate from the Anchor Escrow Bank;
for that category of investors; (z) Where no confirmation is received from
(m) Bids/Applications at a price less than the SCSB or the Sponsor Bank, as applicable,
Floor Price & Bids/Applications at a price for blocking of funds;
more than the Cap Price; (aa) Bids/Applications by QIB and NII Bidders
(n) Bids/Applications at Cut-off Price by NIIs (other than Anchor Investors) not submitted
and QIBs; through ASBA process;
(o) The amounts mentioned in the Bid cum (bb) Bid cum Application Form submitted to
Application Form/Application Form does Designated Intermediaries at locations other
not tally with the amount payable for the than the Bidding Centers or to the Anchor

20 SPANDANA SPHOORTY FINANCIAL LIMITED


Escrow Bank (assuming that such bank is (d) In case of revision of Bids by RIB Bidders, if
not a SCSB where the ASBA Account is UPI Mandate Request for the revised Bid is
maintained), to the issuer or the Registrar to not approved, the Application is liable to be
the Offer; rejected.
(cc) Bids/Applications not uploaded on the 5.6 BASIS OF ALLOCATION
terminals of the Stock Exchanges; (a) The SEBI ICDR Regulations specify the
(dd) Bids/Applications by SCSBs wherein a allocation or Allotment that may be made
separate account in its own name held with to various categories of Bidders/Applicants
any other SCSB is not mentioned as the in an Offer depending on compliance
ASBA Account in the Bid cum Application with the applicable eligibility conditions.
Form/Application Form; Certain details pertaining to the percentage
(ee) The UPI Mandate is not approved by Retail of Offer size available for allocation to
Individual Investor; and each category is disclosed overleaf of
the Bid cum Application Form and in the
(ff) The original Bid/Application is made using
RHP / Prospectus. For details in relation to
the UPI Mechanism and revision(s) to the
allocation, the Bidder/Applicant may refer
Bid/Application is made using ASBA either
to the RHP / Prospectus.
physically or online through the SCSB, and
vice- versa. (b) Under-subscription in any category (except
QIB category) is allowed to be met with
(gg) Bidders are required to enter either the
spill-over from any other category or
ASBA Bank account details or the UPI
combination of categories at the discretion
ID in the Bid cum Application Form. In
of the Issuer and in consultation with the
case the Bidder doesn’t provide any of the
BRLMs and the Designated Stock Exchange
ASBA Bank account details or the UPI ID
and in accordance with the SEBI ICDR
then the application would be rejected.
Regulations. Unsubscribed portion in QIB
For application submitted to Designated
Category is not available for subscription to
Intermediaries (other than SCSBs),
other categories.
Bidder providing both the ASBA Bank
account details as well as the UPI ID, the (c) In case of under subscription in the Net
UPI ID will be considered for processing Offer, spill-over to the extent of such
of the application. under-subscription may be permitted from
the Reserved Portion to the Net Offer.
(hh) RIBs shall ensure that the bank, with which
For allocation in the event of an under-
it has its bank account, where the funds
subscription applicable to the Issuer,
equivalent to the application amount is
Bidders/Applicants may refer to the RHP.
available for blocking has been notified as
Issuer Banks for UPI. A list of such banks (d) Illustration of the Book Building and
is available at https://www.sebi.gov.in/ Price Discovery Process
sebiweb/other/OtherAction.do?doRecognis Bidders should note that this example is
edFpi=yes&intmId=40 solely for illustrative purposes and is not
(i) The latest/revised UPI Mandate is not specific to the Offer; it also excludes Bidding
approved by Bidder in case of revision of by Anchor Investors.
bid; Bidders can bid at any price within the price
(a) Submission of more than one Bid cum band. For instance, assume a price band of `
Application Form per ASBA Account 20 to ` 24 per share, issue size of 3,000 equity
by Bidders bidding through Designated shares and receipt of five bids from Bidders,
Intermediaries (except in case of joint details of which are shown in the table below.
account holders); The illustrative book given below shows the
demand for the equity shares of the issuer
(b) In case of joint Bids, submission of Bid cum
at various prices and is collated from bids
Application Forms/Application Form using
received from various investors.
second or third party’s UPI ID or ASBA
Bank Account; Bid Bid Cumu- Sub-
(c) Bid cum Application Form submitted Quan- Amount lative scription
physically by RIBs bidding through the non- tity (`) Quantity
UPI mechanism to Designated Intermediaries 500 24 500 16.67%
other than SCSBs;
1,000 23 1,500 50.00%

SPANDANA SPHOORTY FINANCIAL LIMITED 21


Bid Bid Cumu- Sub- filing of the Prospectus with the RoC, the Application so
Quan- Amount lative scription submitted is considered as the application form.
tity (`) Quantity Applicants may only use the specified Application Form
for the purpose of making an Application in terms of
1,500 22 3,000 100.00% the Prospectus which may be submitted through the
2,000 21 5,000 166.67% Designated Intermediary.
2,500 20 7,500 250.00% ASBA Applicants may submit an Application Form either
The price discovery is a function of demand in physical form to the Designated Intermediaries or in the
at various prices. The highest price at which electronic form to the SCSB or the Designated Branches of
the Issuer is able to Offer the desired number the SCSBs authorising blocking of funds that are available
of equity shares is the price at which the book in the ASBA Account specified in the Application Form
cuts off, i.e., ` 22.00 in the above example. only. The Application Form is also made available on the
The issuer, in consultation with the Book websites of the Stock Exchanges at least one day prior to
Running Lead Managers, may finalise the the Bid/Offer Opening Date.
Offer Price at or below such cut-off price, In a fixed price issue, allocation in the net offer to the public
i.e., at or below ` 22.00. All bids at or above category is made as follows: minimum fifty per cent to
this Offer Price and cut-off bids are valid Retail Individual Investors; and remaining to (i) individual
bids and are considered for allocation in the investors other than Retail Individual Investors; and (ii)
respective categories. other Applicants including corporate bodies or institutions,
(e) Alternate Method of Book Building irrespective of the number of specified securities applied
In case of FPOs, Issuers may opt for an for. The unsubscribed portion in either of the categories
alternate method of Book Building in specified above may be allocated to the Applicants in the
which only the Floor Price is specified for other category.
the purposes of Bidding (“Alternate Book For details of instructions in relation to the Application
Building Process”). Form, Bidders/Applicants may refer to the relevant section
The Issuer may specify the Floor Price in the of the GID.
RHP or advertise the Floor Price at least one
Working Day prior to the Bid/Offer Opening SECTION 7: ALLOTMENT PROCEDURE AND
Date. QIBs may Bid at a price higher than BASIS OF ALLOTMENT
the Floor Price and the Allotment to the The Allotment of Equity Shares to Bidders/Applicants
QIBs is made on a price priority basis. The other than Retail Individual Investors and Anchor Investors
Bidder with the highest Bid Amount is may be on proportionate basis. For Basis of Allotment to
allotted the number of Equity Shares Bid Anchor Investors, Bidders/Applicants may refer to RHP/
for and then the second highest Bidder is Prospectus. No Retail Individual Investor will be allotted
Allotted Equity Shares and this process less than the minimum Bid Lot subject to availability
continues until all the Equity Shares have of shares in Retail Individual Investor Category and the
been allotted. RIBs, NIIs and Employees remaining available shares, if any will be Allotted on a
are Allotted Equity Shares at the Floor Price proportionate basis. The Issuer is required to receive a
and allotment to these categories of Bidders minimum subscription of 90% of the Issue (excluding any
is made proportionately. If the number of Offer for Sale of specified securities). However, in case the
Equity Shares Bid for at a price is more than Offer is in the nature of Offer for Sale only, then minimum
available quantity then the Allotment may subscription may not be applicable.
be done on a proportionate basis. Further,
the Issuer may place a cap either in terms of 7.1 ALLOTMENT TO RIBs
number of specified securities or percentage Bids received from the RIBs at or above the Offer
of issued capital of the Issuer that may be Price may be grouped together to determine the
Allotted to a single Bidder, decide whether a total demand under this category. If the aggregate
Bidder be allowed to revise the bid upwards demand in this category is less than or equal to
or downwards in terms of price and/or the Retail Category at or above the Offer Price,
quantity and also decide whether a Bidder full Allotment may be made to the RIBs to the
be allowed single or multiple bids. extent of the valid Bids. If the aggregate demand
in this category is greater than the allocation in
SECTION 6: OFFER PROCEDURE IN FIXED
the Retail Category at or above the Offer Price,
PRICE OFFER
then the maximum number of RIBs who can be
Applicants may note that there is no Bid cum Allotted the minimum Bid Lot will be computed
Application Form in a Fixed Price Offer. As the Offer by dividing the total number of Equity Shares
Price is mentioned in the Fixed Price Offer therefore on
22 SPANDANA SPHOORTY FINANCIAL LIMITED
available for Allotment to RIBs by the minimum (ii) In the event that the aggregate demand
Bid Lot (“Maximum RIB Allottees”). The from Mutual Funds is less than 5% of the
Allotment to the RIBs will then be made in the QIB Category then all Mutual Funds may
following manner: get full allotment to the extent of valid Bids
(a) In the event the number of RIBs who have received above the Offer Price; and (iii)
submitted valid Bids in the Offer is equal Equity Shares remaining unsubscribed, if
to or less than Maximum RIB Allottees; any and not allocated to Mutual Funds may
(i) all such RIBs shall be Allotted the be available for allotment to all QIBs as set
minimum Bid Lot; and (ii) the balance out at paragraph 7.4(b) below;
available Equity Shares, if any, remaining (b) In the second instance, allotment to all QIBs
in the Retail Category shall be Allotted on may be determined as follows: (i) In the event
a proportionate basis to the RIBs who have of oversubscription in the QIB Category, all
received Allotment as per (i) above for the QIBs who have submitted Bids above the
balance demand of the Equity Shares Bid by Offer Price may be Allotted Equity Shares
them (i.e. who have Bid for more than the on a proportionate basis for up to 95% of the
minimum Bid Lot). QIB Category; (ii) Mutual Funds, who have
(b) In the event the number of RIBs who have received allocation as per (a) above, for less
submitted valid Bids in the Offer is more than the number of Equity Shares Bid for by
than Maximum RIB Allottees, the RIBs (in them, are eligible to receive Equity Shares
that category) who will then be Allotted on a proportionate basis along with other
minimum Bid Lot shall be determined on the QIBs; and (iii) Under-subscription below
basis of draw of lots. 5% of the QIB Category, if any, from Mutual
Funds, may be included for allocation to the
7.2 ALLOTMENT TO NIIs
remaining QIBs on a proportionate basis.
Bids received from NIIs at or above the Offer
7.4 ALLOTMENT TO ANCHOR INVESTOR (IF
Price may be grouped together to determine the
APPLICABLE)
total demand under this category. The Allotment
to all successful NIIs may be made at or above (a) Allocation of Equity Shares to Anchor
the Offer Price. If the aggregate demand in Investors at the Anchor Investor Offer
this category is less than or equal to the Non- Price will be at the discretion of the issuer
Institutional Category at or above the Offer Price, subject to compliance with the following
full Allotment may be made to NIIs to the extent requirements:
of their demand. In case the aggregate demand in i. not more than 60% of the QIB Category
this category is greater than the Non-Institutional will be allocated to Anchor Investors;
Category at or above the Offer Price, Allotment ii. one-third of the Anchor Investor
may be made on a proportionate basis up to a Portion shall be reserved for domestic
minimum of the Non-Institutional Category. Mutual Funds, subject to valid Bids
7.3 ALLOTMENT TO QIBs being received from domestic Mutual
For the Basis of Allotment to Anchor Investors, Funds at or above the price at which
Bidders/Applicants may refer to the SEBI ICDR allocation is being done to other Anchor
Regulations or RHP / Prospectus. Bids received Investors; and
from QIBs Bidding in the QIB Category (net iii. allocation to Anchor Investors shall be
of Anchor Portion) at or above the Offer Price on a discretionary basis and subject to:
may be grouped together to determine the total • a maximum number of two
demand under this category. The QIB Category Anchor Investors for allocation
may be available for Allotment to QIBs who have up to ` 10 crores;
Bid at a price that is equal to or greater than the
• a minimum number of two
Offer Price. Allotment may be undertaken in the
Anchor Investors and maximum
following manner:
number of 15 Anchor Investors
(a) In the first instance allocation to Mutual for allocation of more than ` 10
Funds for up to 5% of the QIB Category crores and up to ` 250 crores,
may be determined as follows: (i) In the subject to minimum allotment
event that Bids by Mutual Fund exceeds 5% of ` 5 crores per such Anchor
of the QIB Category, allocation to Mutual Investor; and
Funds may be done on a proportionate
• in case of llocation above `
basis for up to 5% of the QIB Category;
250 crores, a minimum number

SPANDANA SPHOORTY FINANCIAL LIMITED 23


of five Anchor Investors and inverse of the over-subscription ratio;
maximum number of 15 Anchor (c) The number of Equity Shares to be Allotted
Investors for allocation of up to to the successful Bidders may be arrived
` 250 crores and an additional at on a proportionate basis, which is total
10 Anchor Investors for every number of Equity Shares applied for by each
additional ` 250 crores or part Bidder in that category multiplied by the
thereof, subject to minimum inverse of the over-subscription ratio;
allotment of ` 5 crores per such
(d) In all Bids where the proportionate Allotment
Anchor Investor.
is less than the minimum Bid Lot decided
(b) A physical book is prepared by the Registrar per Bidder, the Allotment may be made as
on the basis of the Bid cum Application follows: the successful Bidders out of the total
Forms received from Anchor Investors. Bidders for a category may be determined by
Based on the physical book and at the a draw of lots in a manner such that the total
discretion of the issuer in consultation with number of Equity Shares Allotted in that
the BRLM(s), selected Anchor Investors category is equal to the number of Equity
will be sent a CAN and if required, a revised Shares calculated in accordance with (b)
CAN. above; and each successful Bidder may be
(c) In the event that the Offer Price is higher Allotted a minimum of such Equity Shares
than the Anchor Investor Offer Price: equal to the minimum Bid Lot finalised by
Anchor Investors will be sent a revised the Issuer;
CAN within one day of the Pricing Date (e) If the proportionate Allotment to a Bidder
indicating the number of Equity Shares is a number that is more than the minimum
allocated to such Anchor Investor and the Bid Lot but is not a multiple of one (which
pay-in date for payment of the balance is the marketable lot), the decimal may be
amount. Anchor Investors are then required rounded off to the higher whole number if
to pay any additional amounts, being the that decimal is 0.5 or higher. If that number
difference between the Offer Price and the is lower than 0.5 it may be rounded off to
Anchor Investor Offer Price, as indicated the lower whole number. Allotment to all
in the revised CAN within the pay-in date Bidders in such categories may be arrived at
referred to in the revised CAN. Thereafter, after such rounding off; and
the Allotment Advice will be issued to such
(f) If the Equity Shares allocated on a
Anchor Investors.
proportionate basis to any category are
(d) In the event the Offer Price is lower than more than the Equity Shares Allotted to
the Anchor Investor Offer Price: Anchor the Bidders in that category, the remaining
Investors who have been Allotted Equity Equity Shares available for allotment may
Shares will directly receive Allotment be first adjusted against any other category,
Advice. where the Allotted Equity Shares are not
7.5 BASIS OF ALLOTMENT FOR QIBs (OTHER sufficient for proportionate Allotment to
THAN ANCHOR INVESTORS), NIIs AND the successful Bidders in that category. The
RESERVED CATEGORY IN CASE OF balance Equity Shares, if any, remaining
OVER-SUBSCRIBED OFFER after such adjustment may be added to the
In the event of the Offer being over-subscribed, category comprising Bidders applying for
the Issuer may finalise the Basis of Allotment in minimum number of Equity Shares.
consultation with the Designated Stock Exchange 7.6 DESIGNATED DATE AND ALLOTMENT
in accordance with the SEBI ICDR Regulations. OF EQUITY SHARES
The allocation may be made in marketable lots, on (a) Designated Date: On the Designated Date,
a proportionate basis as explained below: 3 the Escrow Bank shall transfer the funds
(a) Bidders may be categorized according to the represented by allocation of Equity Shares to
number of Equity Shares applied for; Anchor Investors from the Escrow Accounts,
as per the terms of the Cash Escrow
(b) The total number of Equity Shares to be
Agreement, into the Public Offer Account
Allotted to each category as a whole may be
with the Bankers to the Offer. The balance
arrived at on a proportionate basis, which is
amount after transfer to the Public Offer
the total number of Equity Shares applied
Account shall be transferred to the Refund
for in that category (number of Bidders in
Account. Payments of refund to the Bidders
the category multiplied by the number of
applying in the Anchor Investor Portion
Equity Shares applied for) multiplied by the
24 SPANDANA SPHOORTY FINANCIAL LIMITED
shall be made from the Refund Account as of the Equity Shares, in accordance with the
per the terms of the Cash Escrow Agreement provisions of Section 40 of the Companies Act,
and the RHP. On the Designated Date, the 2013, the Issuer may be punishable with a fine
Registrar to the Offer shall instruct the which shall not be less than ` 5 lakhs but which
SCSBs or the Sponsor Bank, as applicable, may extend to ` 50 lakhs and every officer of the
to transfer funds represented by allocation of Issuer who is in default shall be punishable with
Equity Shares from ASBA Accounts into the imprisonment for a term which may extend to one
Public Offer Account. year or with fine which shall not be less than `
(b) Issuance of Allotment Advice: Upon 50,000 but which may extend to ` 3 lakhs, or with
approval of the Basis of Allotment by the both.
Designated Stock Exchange, the Registrar If the permissions to deal in and for an official
shall upload the same on its website. On the quotation of the Equity Shares are not granted
basis of the approved Basis of Allotment, by any of the Stock Exchange(s), the Issuer may
the Issuer shall pass necessary resolutions forthwith take steps to refund, without interest,
and undertake corporate actions to facilitate all moneys received from the Bidders/Applicants
the Allotment and credit of Equity Shares pursuant to the RHP/Prospectus.
to successful Bidders/Applicants. Bidders/ If such money is not refunded to Bidders within
Applicants are advised to instruct their the prescribed time after the Issuer becomes liable
Depository Participant to accept the to repay it, then the Issuer and every director of
Equity Shares that may be allotted to the Issuer who is an officer in default may, on and
them pursuant to the Offer. from such expiry of such period, be liable to repay
Pursuant to confirmation of such corporate the money, with interest at such rate, as disclosed
actions, the Registrar will dispatch Allotment in the RHP/Prospectus.
Advice to the Bidders/Applicants who have 8.2.2 NON RECEIPT OF MINIMUM
been Allotted Equity Shares in the Offer. SUBSCRIPTION
(c) The dispatch of Allotment Advice shall be If the Issuer does not receive a minimum
deemed a valid, binding and irrevocable subscription of 90% of the Net Offer (excluding
contract. any offer for sale of specified securities), including
(d) Issuer will ensure that: (i) the Allotment of devolvement to the Underwriters, as applicable,
Equity Shares; and (ii) credit of shares to the the Issuer may forthwith, take steps to unblock
successful Bidders/Applicants Depository the entire subscription amount received within
Account will be completed within five six Working Days of the Bid/ Offer Closing Date
Working Days of the Bid/ Offer Closing and repay, without interest, all moneys received
Date. from Anchor Investors. This is further subject to
SECTION 8: INTEREST AND REFUNDS the compliance with Rule 19(2)(b) of the SCRR.
In case the Offer is in the nature of Offer for Sale
8.1 COMPLETION OF FORMALITIES FOR
only, then minimum subscription may not be
LISTING & COMMENCEMENT OF
applicable. In case of under- subscription in the
TRADING
Offer, the Equity Shares in the Offer will be issued
The Issuer may ensure that all steps for the prior to the sale of Equity Shares in the Offer for
completion of the necessary formalities for listing Sale.
and commencement of trading at all the Stock
If there is a delay beyond the prescribed time after
Exchanges are taken within six Working Days of
the Issuer becomes liable to pay or unblock the
the Bid/Offer Closing Date.
amount received from Bidders, then the Issuer
8.2 GROUNDS FOR REFUND and every director of the Issuer who is an officer
8.2.1 NON RECEIPT OF LISTING PERMISSION in default may on and from expiry of prescribed
An Issuer makes an application to the Stock time period under applicable laws, be jointly and
Exchange(s) for permission to deal in/list and for severally liable to repay the money, with interest
an official quotation of the Equity Shares. All the at the rate of 15% per annum in accordance with
Stock Exchanges from where such permission the Companies (Prospectus and Allotment of
is sought are disclosed in RHP/Prospectus. The Securities) Rules, 2014, as amended.
Designated Stock Exchange will be disclosed 8.2.3 MINIMUM NUMBER OF ALLOTTEES
in the RHP/Prospectus with which the Basis of The Issuer may ensure that the number of
Allotment may be finalised. prospective Allottees to whom Equity Shares
If the Issuer fails to make application to the Stock may be allotted may not be less than 1,000 failing
Exchange(s) and obtain permission for listing

SPANDANA SPHOORTY FINANCIAL LIMITED 25


which the entire application monies may be permitted by the RBI at the rate of exchange
refunded forthwith. prevailing at the time of remittance and
8.2.4 IN CASE OF OFFERS MADE UNDER may be dispatched by registered post. The
COMPULSORY BOOK BUILDING Company may not be responsible for loss,
if any, incurred by the Bidder/Applicant on
In case an Issuer not eligible under Regulation
account of conversion of foreign currency.
26(1) of the 2009 SEBI ICDR Regulations comes
for an Offer under Regulation 26(2) of 2009 8.3.1 Electronic mode of making refunds for Anchor
SEBI ICDR Regulations but fails to Allot at least Investors
75% of the Net Offer to QIBs, in such case full The payment of refund, if any, may be done
subscription money is to be refunded. through various electronic modes as mentioned
8.3 MODE OF REFUND below:
1. In case of ASBA Bids: Within six Working i. NACH—National Automated Clearing
Days of the Bid/Offer Closing Date, the House is a consolidated system of ECS.
Registrar to the Offer may give instructions Payment of refund would be done through
to SCSBs or in case of Bids by RIBs NACH for Anchor Investors having an
applying through the UPI Mechanism to the account at any of the centres specified
Sponsor Bank, to revoke the mandate and by the RBI where such facility has been
for unblocking the amount for unsuccessful made available. This would be subject
Bids or for any excess amount blocked on to availability of complete bank account
Bidding. details including Magnetic Ink Character
Recognition (MICR) code wherever
2. In case of Anchor Investors: Within six
applicable from the depository. The payment
Working Days of the Bid/Offer Closing
of refund through NACH is mandatory for
Date, the Registrar to the Offer may dispatch
Anchor Investors having a bank account at
the refund orders for all amounts payable to
any of the centres where NACH facility has
unsuccessful Anchor Investors.
been made available by the RBI (subject to
3. In case of Anchor Investors, the Registrar to availability of all information for crediting
the Offer may obtain from the depositories the refund through NACH including the
the Bidders’ bank account details, including MICR code as appearing on a cheque leaf,
the MICR code, on the basis of the DP ID, from the depositories), except where the
Client ID and PAN provided by the Anchor applicant is otherwise disclosed as eligible
Investors in their Bid cum Application to get refunds through NEFT or Direct
Forms for refunds. Accordingly, Anchor Credit or RTGS;
Investors are advised to immediately update
ii. NEFT—Payment of refund may be
their details as appearing on the records
undertaken through NEFT wherever the
of their depositories. Failure to do so may
branch of the Anchor Investors’ bank is
result in delays in dispatch of refund orders
NEFT enabled and has been assigned the
or refunds through electronic transfer of
Indian Financial System Code (“IFSC”),
funds, as applicable, and any such delay
which can be linked to the MICR of
may be at the Anchor Investors’ sole risk
that particular branch. The IFSC may be
and neither the Issuer, the Registrar to the
obtained from the website of RBI as at a date
Offer, the Escrow Collection Banks, or the
prior to the date of payment of refund, duly
Syndicate, may be liable to compensate the
mapped with MICR numbers. Wherever the
Anchor Investors for any losses caused to
Anchor Investors have registered their nine-
them due to any such delay, or liable to pay
digit MICR number and their bank account
any interest for such delay. Please note that
number while opening and operating the
refunds shall be credited only to the bank
demat account, the same may be duly
account from which the Bid Amount was
mapped with the IFSC of that particular
remitted to the Escrow Bank.
bank branch and the payment of refund
4. In the case of Bids from Eligible NRI Bidders may be made to the Anchor Investors
and FPIs, refunds, if any, may generally through this method. In the event NEFT is
be payable in Indian Rupees only and net not operationally feasible, the payment of
of bank charges and/or commission. If so refunds may be made through any one of
desired, such payments in Indian Rupees the other modes as discussed in this section;
may be converted into U.S. Dollars or any
iii. Direct Credit—Anchor Investors having
other freely convertible currency as may be
their bank account with the Refund Banker
may be eligible to receive refunds, if any,
26 SPANDANA SPHOORTY FINANCIAL LIMITED
through direct credit to such bank account; Term Description
and Allotment/ The allotment of Equity Shares pursuant to
iv. RTGS—Anchor Investors having a bank Allot/Allotted the Offer to successful Bidders/Applicants
account with a bank branch which is RTGS Allotment Note or advice or intimation of Allotment
enabled as per the information available on Advice sent to the Bidders/Applicants who have
the website of RBI and whose refund amount been Allotted Equity Shares after the Basis
exceeds ` 0.2 million, shall be eligible to of Allotment has been approved by the
receive refund through RTGS, provided the designated Stock Exchanges
Demographic Details downloaded from the
Allottee A Bidder/Applicant to whom the Equity
Depositories contain the nine digit MICR
Shares are Allotted
code of the Anchor Investor’s bank which
can be mapped with the RBI data to obtain Anchor Account opened with the Anchor Collection
the corresponding IFSC. Charges, if any, Escrow Bank and in whose favour the Anchor
levied by the Anchor Escrow Bank for the Account Investors may transfer money through
same would be borne by our Company. NEFT/RTGS/direct credit in respect of the
Charges, if any, levied by the Anchor Bid Amount when submitting a Bid.
Investor’s bank receiving the credit would Anchor Refer to definition of Banker(s) to the Offer
be borne by the Anchor Investor; Escrow Bank
Please note that refunds through the Anchor A Qualified Institutional Buyer, applying
abovementioned modes shall be credited only to Investor under the Anchor Investor Portion in
the bank account from which the Bid Amount was accordance with the requirements specified
remitted to the Escrow Bank. in SEBI ICDR Regulations and the Red
For details of levy of charges, if any, for any of the Herring Prospectus
above methods, Bank charges, if any, for cashing Anchor The price at which Equity Shares will be
such cheques, pay orders or demand drafts at other Investor allocated to Anchor Investors at the end
centers etc. Bidders/Applicants may refer to RHP/ Allocation of the Anchor Investor Bid/Offer Period in
Prospectus. Price terms of the Red Herring Prospectus and the
8.4 INTEREST IN CASE OF DELAY IN Prospectus, which will be decided by the
ALLOTMENT OR REFUND Company, in consultation with the BRLMs
The Issuer may pay interest at the rate of 15% Anchor Up to 60% of the QIB Category which may
per annum if refund orders, as applicable, are Investor be allocated by the Issuer in consultation
not dispatched or if, in a case where the refund Portion with the BRLMs, to Anchor Investors on a
or portion thereof is made in electronic manner, discretionary basis. One-third of the Anchor
the refund instructions have not been given to the Investor Portion is reserved for domestic
clearing system in the disclosed manner and/or Mutual Funds, subject to valid Bids being
demat credits are not made to Bidders/Applicants received from domestic Mutual Funds at or
or instructions for unblocking of funds in the above the price at which allocation is being
ASBA Account are not dispatched within the six done to Anchor Investors
Working Days of the Bid/Offer Closing Date. Application The form in terms of which the Applicant
The Issuer may pay interest at 15% per annum Form should make an application for Allotment in
for any delay beyond 15 days from the Bid/ Offer case of issues other than Book Built Offer,
Closing Date, if Allotment is not made. includes Fixed Price Offer
Application An application, whether physical or
SECTION 9: GLOSSARY AND ABBREVIATIONS Supported electronic, used by Bidders/Applicants,
Unless the context otherwise indicates or implies, certain by Blocked other than Anchor Investors, to make a
definitions and abbreviations used in this document may Amount / Bid and authorising an SCSB to block the
have the meaning as provided below. References to any ASBA Bid Amount in the specified bank account
legislation, act or regulation may be to such legislation, maintained with such SCSB and will
act or regulation as amended from time to time. In case include amounts blocked by RIBs using the
of inconsistency in the description of a term mentioned UPI Mechanism
herein below and the description ascribed to such term in ASBA Account maintained with an SCSB which
the Red Herring Prospectus/Prospectus, the description Account may be blocked by such SCSB or the account
as ascribed to such term in the Red Herring Prospectus/ of the RIB Bidder blocked upon acceptance
Prospectus shall prevail.
of UPI Mandate Request by RIBs using the
UPI Mechanism to the extent of the Bid
Amount of the Bidder/Applicant

SPANDANA SPHOORTY FINANCIAL LIMITED 27


Term Description Term Description
Banker(s) The banks which are clearing members and Bid/Offer Except in the case of Anchor Investors
to the Offer/ registered with SEBI as Banker to the Offer Period (if applicable), the period between the
Anchor with whom the Anchor Escrow Accounts Bid/ Offer Opening Date and the Bid/
Escrow for Anchor Investors may be opened, and Offer Closing Date inclusive of both days
Bank(s)/ as disclosed in the RHP/Prospectus and Bid and during which prospective Bidders/
Collecting cum Application Form of the Issuer Applicants (other than Anchor Investors)
Banker can submit their Bids, inclusive of any
Basis of The basis on which the Equity Shares revisions thereof.
Allotment may be Allotted to successful Bidders/ Bid cum An application form, whether physical or
Applicants under the Offer Application electronic, used by Bidders, other than
Bid An indication to make an offer during Form Anchor Investors, to make a Bid and which
the Bid/Offer Period by a prospective will be considered as the application for
Bidder pursuant to submission of Bid cum Allotment in terms of the Red Herring
Application Form or during the Anchor Prospectus and the Prospectus
Investor Bid/ Offer Date by the Anchor Bidder/ Any prospective investor who makes a
Investors, to subscribe for or purchase the Applicant Bid/Application pursuant to the terms
Equity Shares of the Issuer at a price within of the RHP/Prospectus and the Bid cum
the Price Band, including all revisions and Application Form. In case of issues
modifications thereto. In case of issues undertaken through the fixed price process,
undertaken through the fixed price process, all references to a Bidder/Applicant should
all references to a Bid should be construed be construed to mean an Bidder/Applicant
to mean an Application Book Built The book building process as provided
Bid Amount The highest value of the optional Bids Process/Book under SEBI ICDR Regulations, in terms of
indicated in the Bid cum Application Form Building which the Offer is being made
and payable by the Bidder/Applicant upon Process/Book
submission of the Bid (except for Anchor Building
Investors), less discounts (if applicable). Method
In case of issues undertaken through the Book The Book Running Lead Manager to the
fixed price process, all references to the Bid Running Offer as disclosed in the RHP/Prospectus
Amount should be construed to mean the Lead and the Bid cum Application Form of the
Application Amount Manager(s)/ Issuer. In case of issues undertaken through
Bid/Offer Except in the case of Anchor Investors BRLM(s)/ the fixed price process, all references to the
Closing Date (if applicable), the date after which the Lead Book Running Lead Manager should be
Designated Intermediaries may not accept Manager(s)/ construed to mean the Book Running Lead
any Bids for the Offer, which may be Lead Manager or BRLM
notified in an English national daily, a Hindi Manager/LM
national daily and a regional language Broker Broker centres notified by the Stock
newspaper at the place where the registered Centres Exchanges, where Bidders/Applicants can
office of the Issuer is situated, each with submit the Bid cum Application Forms to
wide circulation. Applicants/Bidders may a Registered Broker. The details of such
refer to the RHP/Prospectus for the Bid/ broker centres, along with the names and
Offer Closing Date contact details of the Registered Brokers
Bid/Offer The date on which the Designated are available on the websites of the Stock
Opening Date Intermediaries may start accepting Bids for Exchanges
the Offer, which may be the date notified in Business Day Monday to Saturday (except 2nd and 4th
an English national daily, a Hindi national Saturday of a month and public holidays)
daily and a regional language newspaper CAN/ The note or advice or intimation sent to each
at the place where the registered office Confirmation successful Bidder/Applicant indicating
of the Issuer is situated, each with wide of Allotment the Equity Shares which may be Allotted,
circulation. Applicants/Bidders may refer Note after approval of Basis of Allotment by the
to the RHP/Prospectus for the Bid/Offer Designated Stock Exchange
Opening Date

28 SPANDANA SPHOORTY FINANCIAL LIMITED


Term Description Term Description
Cap Price The higher end of the Price Band, above Designated Such locations of the CDPs where Bidders
which the Offer Price and the Anchor CDP can submit the Bid cum Application Forms
Investor Offer Price may not be finalised Locations to Collecting Depository Participants.
and above which no Bids may be accepted The details of such Designated CDP
Cash Escrow Agreement to be entered into among Locations, along with names and contact
and Sponsor the Issuer, the Registrar to the Offer, the details of the Collecting Depository
Bank BRLMs, the Anchor Escrow Bank and Participants eligible to accept Bid cum
Agreement the Refund Bank(s) for collection of the Application Forms are available on the
Bid Amounts from Anchor Investors and respective websites of the Stock Exchanges
where applicable, remitting refunds of the (www.bseindia.com and www.nseindia.
amounts collected to the Anchor Investors com)
on the terms and conditions thereof Designated The date on which funds are transferred by
Client ID Client Identification Number maintained Date the Anchor Escrow Bank from the Anchor
with one of the Depositories in relation to Escrow Account and the amounts blocked
demat account by the SCSBs are transferred from the ASBA
Collecting A depository participant as defined under Accounts, as the case may be, to the Public
Depository the Depositories Act, 1996, registered Offer Account or the Refund Account, as
Participant or with SEBI and who is eligible to procure appropriate, after the Prospectus is filed
CDPs Bids at the Designated CDP Locations with the RoC, following which the board
in terms of circular no. CIR/CFD/ of directors may Allot Equity Shares to
POLICYCELL/11/2015 dated November successful Bidders/Applicants in the Fresh
10, 2015 issued by SEBI Offer may give delivery instructions for the
Collecting Registrar and share transfer agents transfer of the Equity Shares constituting
Registrar and registered with SEBI and eligible to procure the Offer for Sale
Share Transfer Bids at the Designated RTA Locations in Designated Syndicate Member, sub-syndicate/Agents,
Agents or terms of the Circular on Streamlining of Intermediaries SCSBs, Registered Brokers, Brokers, the
CRTAs Public Issues /Collecting CDPs and CRTAs, who are authorized to
Cut-off Price Offer Price, finalised by the Issuer in Agent collect Bid cum Application Forms from
consultation with the BRLMs, which can be the Bidders, in relation to the Offer
any price within the Price Band (inclusive Designated Such locations of the CRTAs where Bidders
of the floor price and cap price). Only RTA can submit the Bid cum Application Forms
RIBs, Retail Individual Shareholders and Locations to CRTAs.
employees are entitled to Bid at the Cut- The details of such Designated RTA
off Price. No other category of Bidders/ Locations, along with names and contact
Applicants are entitled to Bid at the Cut-off details of the CRTAs eligible to accept Bid
Price cum Application Forms are available on the
DP Depository Participant respective websites of the Stock Exchanges
DP ID Depository Participant’s Identification (www.bseindia.com and www.nseindia.
Number com)
Depositories National Securities Depository Limited and Designated The designated stock exchange as disclosed
Central Depository Services (India) Limited Stock in the RHP/Prospectus of the Issuer
Exchange
Demographic Details of the Bidders/Applicants including
Details the Bidder/Applicant’s address, name of the Discount Discount to the Offer Price that may be
Applicant’s father/husband, investor status, provided to Bidders/Applicants in accordance
occupation and bank account details with the SEBI ICDR Regulations.
Designated Such branches of the SCSBs which may Draft The draft prospectus filed with SEBI in
Branches collect the Bid cum Application Forms used Prospectus case of Fixed Price Offers and which may
by Bidders/Applicants (excluding Anchor mention a price or a Price Band
Investors) and a list of which is available Employees Employees of an Issuer as defined under
on https://www.sebi.gov.in/sebiweb/other/ / Eligible SEBI ICDR Regulations and including,
OtherAction.do?doRecognised=yes Employees in case of a new company, persons in the
permanent and full time employment of

SPANDANA SPHOORTY FINANCIAL LIMITED 29


Term Description Term Description
the promoting companies excluding the NACH National Automated Clearing House, which
promoters and immediate relatives of the is a consolidated system of Electronic
promoters. For further details, Bidder/ Clearance System. Payment of refund would
Applicant may refer to the RHP/Prospectus be done through NACH for Applicants
Employees Equity Shares reserved for the Eligible having an account at one of the centres
Reserved Employees specified by the RBI, where such facility has
Portion been made available. This would be subject
Equity Shares Equity Shares of the Issuer to availability of complete bank account
FCNR Foreign Currency Non-Resident Account details including Magnetic Ink Character
Account Recognition (MICR) code wherever
First Bidder/ The Bidder/Applicant whose name appears applicable from the depository. The payment
Applicant first in the Bid cum Application Form or of refund through NACH is mandatory for
Revision Form Applicants having a bank account at any
of the centres where NACH facility has
Fixed Price The Fixed Price process as provided under
been made available by the RBI (subject to
Offer/Fixed SEBI ICDR Regulations, in terms of which
availability of all information for crediting the
Price Process/ the Offer is being made
refund through NACH including the MICR
Fixed Price
code as appearing on a cheque leaf, from
Method
the depositories), except where applicant is
Floor Price The lower end of the Price Band, at or otherwise disclosed as eligible to get refunds
above which the Offer Price and the Anchor through NEFT or Direct Credit or RTGS
Investor Offer Price may be finalised and
NEFT National Electronic Fund Transfer
below which no Bids may be accepted,
subject to any revision thereto NRE Account Non-Resident External Account
FPIs Foreign Portfolio Investors as defined under NRI NRIs from such jurisdictions outside India
the Securities and Exchange Board of India where it is not unlawful to make an offer
(Foreign Portfolio Investors) Regulations, or invitation under the Offer and in relation
2014 to whom the RHP/Prospectus constitutes an
invitation to subscribe to or purchase the
FPO Further public offering
Equity Shares
Foreign Foreign Venture Capital Investors as
NRO Account Non-Resident Ordinary Account
Venture defined and registered with SEBI under the
Capital SEBI (Foreign Venture Capital Investors) Net Offer The Offer less reservation portion
Investors or Regulations, 2000 Non- All Bidders/Applicants including FPIs
FVCIs Institutional which are Category III foreign portfolio
IPO Initial public offering Investors or investors, that are not QIBs or RIBs and
NIIs who have Bid for Equity Shares for an
Issuer/ The Issuer proposing the initial public
amount of more than ` 200,000 (but not
Company offering/further public offering as applicable
including NRIs other than Eligible NRIs)
Maximum The maximum number of RIBs who can
Non- The portion of the Offer being such number
RIB Allottees be Allotted the minimum Bid Lot. This is
Institutional of Equity Shares available for allocation
computed by dividing the total number of
Investor to NIIs on a proportionate basis and as
Equity Shares available for Allotment to
Category disclosed in the RHP/Prospectus and the
RIBs by the minimum Bid Lot.
Bid cum Application Form
MICR Magnetic Ink Character Recognition – nine-
Non-Resident A person resident outside India, as defined
digit code as appearing on a cheque leaf
under FEMA and includes Eligible NRIs,
Mutual Fund A mutual fund registered with SEBI under FPIs and FVCIs registered with SEBI
the SEBI (Mutual Funds) Regulations, 1996
OCB/ A company, partnership, society or other
Mutual Funds 5% of the QIB Category (excluding the Overseas corporate body owned directly or indirectly
Portion Anchor Investor Portion) available for Corporate to the extent of at least 60% by NRIs
allocation to Mutual Funds only, being such Body including overseas trusts, in which not less
number of equity shares as disclosed in the than 60% of beneficial interest is irrevocably
RHP/Prospectus and Bid cum Application held by NRIs directly or indirectly and
Form which was in existence on October 3, 2003
and immediately before such date had
taken benefits under the general permission
granted to OCBs under FEMA
30 SPANDANA SPHOORTY FINANCIAL LIMITED
Term Description Term Description
Offer Public issue of Equity Shares of the Issuer Qualified As defined under the 2018 SEBI ICDR
including the Offer for Sale, if applicable Institutional Regulations
Offer for Sale Public offer of such number of Equity Buyers or
Shares as disclosed in the RHP/Prospectus QIBs
through an offer for sale by the Selling RTGS Real Time Gross Settlement
Shareholders Red Herring The red herring prospectus issued in
Offer Price The final price, less discount (if applicable) Prospectus/ accordance with Section 32 of the
at which the Equity Shares may be Allotted RHP Companies Act, 2013, which does not have
to Bidders other than Anchor Investors, complete particulars of the price at which
in terms of the Prospectus. Equity Shares the Equity Shares are offered and the size
will be Allotted to Anchor Investors at the of the Offer. The RHP may be filed with the
Anchor Investor Offer Price. The Offer RoC at least three days before the Bid/ Offer
Price may be decided by the Issuer in Opening Date and may become a Prospectus
consultation with the BRLM(s) upon filing with the RoC after the Pricing
Other Investors other than RIBs in a Fixed Price Date. In case of issues undertaken through
Investors Offer. These include individual applicants the fixed price process, all references to
other than retail individual investors and the RHP should be construed to mean the
other investors including corporate bodies Prospectus
or institutions irrespective of the number of Refund The account opened with Refund Bank(s),
specified securities applied for Account(s) from which refunds to Anchor Investors, if
PAN Permanent Account Number allotted under any, of the whole or part of the Bid Amount
the Income Tax Act, 1961 may be made
Price Band Price Band with a minimum price, being Refund Refund bank(s) as disclosed in the RHP/
the Floor Price and the maximum price, Bank(s) Prospectus and Bid cum Application Form
being the Cap Price and includes revisions of the Issuer
thereof. The Price Band and the minimum Registrar and Registrar and share transfer agents
Bid lot size for the Offer may be decided Share Transfer registered with SEBI and eligible to procure
by the Issuer and the Selling Shareholders, gents or RTAs Bids at the Designate RTA Locations
in consultation with the Book Running in terms of circular number CIR/CFD/
Lead Manager(s) and advertised, at least POLICYCELL/11/2015 dated November
two working days in case of an IPO and 10, 2015 issued by SEBI
one working day in case of FPO, prior to Refunds Refunds through Direct Credit, NEFT,
the Bid/Offer Opening Date, in English through RTGS or ASBA, as applicable
national daily, Hindi national daily and electronic
regional language at the place where the transfer of
registered office of the Issuer is situated, funds
newspaper each with wide circulation Registered Stock Brokers registered with the Stock
Pricing Date The date on which the Issuer and the Selling Broker Exchanges having nationwide terminals,
Shareholders, in consultation with the other than the members of the Syndicate
BRLM(s), finalise the Offer Price Registrar to The Registrar to the Offer as disclosed in the
Prospectus The prospectus to be filed with the RoC the Offer/RTO RHP/Prospectus and Bid cum Application
in accordance with Section 26 of the Form
Companies Act, 2013 after the Pricing Reserved Categories of persons eligible for making
Date, containing the Offer Price, the size of Category/ application/Bidding under reservation
the Offer and certain other information Categories portion
Public Offer An account opened with the Banker to the Reservation The portion of the Offer reserved for such
Account Offer to receive monies from the Anchor Portion category of eligible Bidders/Applicants as
Escrow Account and from the ASBA provided under the SEBI ICDR Regulations
Accounts on the Designated Date Retail Investors who applies or bids for a value of
QIB Category The portion of the Offer being such number Individual not more than `200,000 (including HUFs
of Equity Shares to be Allotted to QIBs on a Investors/ applying through their karta and eligible
proportionate basis RIBs NRIs and does not include NRIs other than
Eligible NRIs.

SPANDANA SPHOORTY FINANCIAL LIMITED 31


Term Description Term Description
Retail Shareholders of a listed Issuer who applies Syndicate The Syndicate Member(s) as disclosed in
Individual or bids for a value of not more than ` Member(s) the RHP/Prospectus
Shareholders 200,000. Underwriters The Book Running Lead Manager(s) and
Retail The portion of the Offer being such number the Syndicate Member(s)
Category of Equity Shares available for allocation Underwriting The agreement amongst the Issuer, and the
to RIBs which shall not be less than the Agreement Underwriters to be entered into on or after
minimum Bid Lot, subject to availability in the Pricing Date
RIB category and the remaining shares to UPI ID created on Unified Payment Interface
be Allotted on proportionate basis. (UPI) for single-window mobile payment
Revision The form used by the Bidders in an issue system developed by the National Payments
Form through Book Building Process to modify Corporation of India (NPCI).
the quantity of Equity Shares and/or bid UPI Mandate A request (intimating the RIB by way of a
price indicated therein in any of their Bid Request notification on the UPI application and by
cum Application Forms or any previous way of a SMS directing the RIB to such
Revision Form(s) UPI application) to the RIB initiated by
RoC The Registrar of Companies the Sponsor Bank to authorise blocking of
SEBI The Securities and Exchange Board of funds on the UPI application equivalent to
India constituted under the Securities and Bid Amount and subsequent debit of funds
Exchange Board of India Act, 1992 in case of Allotment
SEBI ICDR Securities and Exchange Board of India (Issue UPI PIN Password to authenticate UPI transaction
Regulations of Capital and Disclosure Requirements) Working Day All days other than second and fourth
Regulations, 2009 and Securities and Saturdays of the month, Sundays or public
Exchange Board of India (Issue of Capital holidays, on which commercial banks in
and Disclosure Requirements) Regulations, Mumbai are open for business; provided
2018, as applicable however, with reference to (a) the time
Self Certified The banks registered with the SEBI which period between the announcement of
Syndicate offers the facility of ASBA and the list of Price Band the Bid/ Offer Closing Date,
Bank(s) or which is available on the website of the ‘Working Day’ shall mean all days, except
SCSB(s) http://www.sebi.gov.in/sebiweb/other/ Saturday, Sunday and public holidays on
OtherAction.do? doRecognised=yes which commercial banks in Mumbai are
Specified Bidding centres where the Syndicate open for business; and (b) the time period
Locations shall accept Bid cum Application Forms, between the Bid/ Offer Closing Date and
a list of which is included in the Bid cum the listing of the Equity Shares on the Stock
Application Form Exchanges, shall mean all trading days of
Sponsor Bank The Banker to the Offer registered with Stock Exchanges, excluding Sundays and
SEBI which is appointed by the Issuer to act bank holidays, as per the SEBI Circular
as a conduit between the Stock Exchanges SEBI/ HO/ CFD/ DIL2/ CIR/ P/ 2018/
and the National Payments Corporation of 138 dated November 1, 2018, and as per
India in order to push the mandate collect circulars issued by SEBI from time to time
requests and / or payment instructions of the 2009 SEBI The Securities and Exchange Board of
RIBs into the UPI ICDR India (Issue of Capital and Disclosure
Stock The stock exchanges as disclosed in the Regulations Requirements) Regulations, 2018, as
Exchanges/ RHP/Prospectus of the Issuer where the amended
SEs Equity Shares Allotted pursuant to the Offer 2018 SEBI The Securities and Exchange Board of
are proposed to be listed ICDR India (Issue of Capital and Disclosure
Syndicate The BRLM(s) and the Syndicate Member Regulations Requirements) Regulations, 2018, as
Syndicate The agreement to be entered into among amended
Agreement the Issuer, and the Syndicate in relation to
collection of Bid cum Application Forms by
Syndicate Member

32 SPANDANA SPHOORTY FINANCIAL LIMITED

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