SEBI’s new rights issue framework

How new Rights Issue framework simplify processes and empower investors

SEBI’s new Rights Issue norms cut timelines, boost transparency and enable investor participation through greater automation.


In brief

  • SEBI's new Rights Issue framework significantly reduces the rights issue timeline, enhancing efficiency in the fundraising process for companies.
  • The framework introduces automation in the share allotment process, improving market efficiency and increasing investor participation.
  • By simplifying documentation and addressing under-subscription solutions, SEBI aims to lower costs in capital raising and promote dynamic fundraising strategies.

The Securities and Exchange Board of India (SEBI) is set to revolutionize the rights issue process with a new framework designed to streamline rights issues and accelerate fundraising for companies. SEBI has introduced a transformative Rights Issue framework that aims to complete the rights issue process within an impressive 23 working days from the date of board approval. A key feature of this new Rights Issue framework is the introduction of automation in the share allotment process. 

Benefits of SEBI's new framework

This significant reduction in the rights issue timeline is expected to enhance efficiency in the fundraising process, allowing companies to access much-needed capital more swiftly and effectively. The Accelerated Rights Issue mechanism not only expedites the rights issue process but also encourages companies to consider right issues as a viable option for raising funds in an increasingly competitive market landscape.

Importance and focus on share allotment automation

A pivotal feature of this new Rights Issue framework is the introduction of automation in the share allotment process. This automation is designed to enhance market efficiency and increase investor participation. By streamlining the share allotment process, the framework aims to create a more transparent and reliable environment for all stakeholders involved, including issuers and investors. The Share Allotment Automation is expected to reduce the potential for human error, thereby fostering greater confidence among investors who are seeking reliable investment opportunities.

Cost reduction in issuance

The new rights issue process is anticipated to lower costs in capital raising by simplifying the overall procedure. By allowing selected investors to purchase shares at a discounted price, typically below the market price, this framework effectively addresses under-subscription solutions, which have historically posed challenges for many companies. This initiative aligns with SEBI’s capital raising objectives, which aim to boost efficiency and encourage more companies to consider rights issues as a viable fundraising option. The reduced costs and streamlined rights issues are expected to attract a wider range of companies, including small and medium enterprises.

How to streamline rights issues?

1. Letter of Offer (LoF) simplification: 

In a move to simplify the Rights Issue framework, SEBI will discontinue the requirement for filing a Draft Letter of Offer (DLoF). Instead, the content of the Letter of Offer (LoF) will be rationalized to include only essential information. This LoF simplification reduces complexities for issuers, making it easier for them to navigate the regulatory landscape and focus on their fundraising efforts.

2. Dynamic capital raising:

Effective from 7 April 2025, this SEBI initiative will not only reduce the rights issue timeline but also promote dynamic capital raising while achieving significant cost reductions in issuance. This strategic overhaul is poised to revolutionize the way companies approach fundraising through rights issues, making it a more attractive option for a wider range of businesses.

3. Automated bid validation:

To further enhance the efficiency of the rights issue process, Stock Exchanges and Depositories will implement a fully automated bid validation system within six months of the framework's introduction. The automation of bid validation not only speeds up the process but also enhances accuracy, reducing the likelihood of errors that can occur in manual processes.

4. Promoter rights entitlement (RE) transfer flexibility:

Under the new Rights Issue framework, promoters have the ability to renounce rights entitlements (RE) to designated investors, provided there is prior disclosure. This flexibility allows for more diverse fundraising strategies, as it enables promoters to engage with specific investors who may be interested in acquiring shares. Additionally, applications submitted by these designated investors are non-withdrawable, ensuring commitment and enhancing the reliability of the fundraising process.

5. Selective allotment in under-subscribed issues:

The new rights issue framework also introduces the option for selective allotment in under-subscribed issues. Unsubscribed shares can now be allotted to select investors at the same issue price, providing a solution to the challenges faced by companies when their rights issues do not attract sufficient interest. This approach not only addresses under-subscription issues but also enhances the overall attractiveness of rights issues as a fundraising process.

In this strategic overhaul positions the new Rights Issue framework as a competitive alternative to preferential allotments and Qualified Institutional Placements (QIPs). The streamlined rights issue process is set to create a more robust and dynamic capital raising environment, benefiting accelerated fundraising for companies, improving investor participation, and enhancing capital market efficiency for all stakeholders involved in the fundraising journey. This initiative marks a significant step forward in enhancing the efficiency and attractiveness of rights issues in the Indian capital market, ensuring that companies can meet their financial objectives while providing investors with viable opportunities for participation.

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Summary

SEBI's new Rights Issue framework aims to revolutionize the fundraising process by reducing the rights issue timeline to just 23 working days from the date of board approval. Effective from 7 April 2025, this initiative introduces automation in the share allotment process, enhancing market efficiency and increasing investor participation. By simplifying documentation and addressing under-subscription solutions, the framework is designed to lower costs in capital raising and promote dynamic fundraising strategies. This strategic overhaul positions rights issues as a competitive alternative to other fundraising methods, ultimately benefiting both companies and investors in the capital market.

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