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Investing Book building IPO SEBI Price band Price discovery ICDR BRLM Book running lead manager Anchor investor

Book building in Indian IPOs

From WebNotes.in, a public knowledge base. Last updated . Reading time ~21 min.

Book building is the method of pricing a public issue of shares from investor bids, governed in India by Regulation 28(2) and Schedule XIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 . The issuer announces a price band , collects bids for three to 10 working days through the electronic systems of the National Stock Exchange and BSE , and fixes one final price from the demand recorded. A Regulation 6(2) issuer making an initial public offering must use book building.

The process sets three rules that decide most outcomes for an investor. The cap of the band must lie between 105 and 120 per cent of the floor (Regulation 29(2)). A profitable issuer must offer at least 35 per cent of the net offer to retail individual investors (Regulation 32(1)). Only retail individual investors may bid at the cut-off price , agreeing to pay whatever price the book produces (Schedule XIII para 12(o)).

The issuer and its book running lead managers build the book; SEBI writes the rules for it; the exchanges run the bidding platform and publish the demand by category; and the registrar to the issue turns the final book into an allotment. Shares are listed three working days after the issue closes under SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 of 9 August 2023. The SEBI Annual Report 2025-26 (Chapter 3, Table 3.1) counts 366 IPOs raising Rs 1,88,616 crore in FY2025-26, of which 109 mainboard issues raised about Rs 1.8 lakh crore.

This article covers the Schedule XIII procedure step by step, the allocation and allotment rules by investor category, the September 2026 NSE IPO as a worked example, the comparison with a fixed-price issue, the green shoe option, book building in further public offers and on SME platforms, and reverse book building in delistings.

Book building procedure under ICDR Schedule XIII

Schedule XIII Part A of the ICDR Regulations, as amended to 21 March 2026, sets the book building procedure in 17 numbered paragraphs, and an issuer that prices through bids must follow every one of them. The sequence for a mainboard IPO runs as follows.

  1. Lead managers appointed (para 1). One or more SEBI-registered merchant bankers are named in the draft red herring prospectus , with their responsibilities split in an inter-se allocation under Schedule I.
  2. Underwriting fixed (para 3). The lead managers must underwrite the issue, and syndicate members sub-underwrite with them, under agreements signed before the red herring prospectus or prospectus is filed.
  3. Exchange agreement (para 4). The issuer signs with one or more exchanges that run an electronic book building system, and one is named the designated stock exchange.
  4. No price in the draft (para 6). The draft red herring prospectus states the issue size in rupees or in shares, never a price.
  5. Price band announced (para 7 and Regulation 29(4)). The floor or band appears in the red herring prospectus or is announced at least two working days before an IPO opens.
  6. Anchor bidding (para 10(e)). Anchor investors bid on the working day before the issue opens, and their allocation is completed the same day.
  7. Public bidding (para 12). Bids are placed only through the exchanges’ electronically linked bidding facility, through brokers, self-certified syndicate banks, registrar and share transfer agents or depository participants, all of whom must accept ASBA applications.
  8. Price determined (para 13). The issuer and lead managers fix the final price from the bids, and the number of shares on offer follows from it.
  9. Prospectus filed (para 14). The prospectus filed with the Registrar of Companies carries the single final price and the share count.
  10. Allotment (para 15 and Regulation 49). The registrar, the lead managers and the designated stock exchange finalise the basis of allotment by category.

The lead manager and the registrar must keep the final book of demand showing the allocation result, and SEBI has the right to inspect every record of the book building process (para 16).

Price band rules

The price band in an Indian book-built issue is a range of at most 20 per cent and at least 5 per cent, measured from the floor, under ICDR Regulation 29(2). The 105 per cent minimum for the cap was inserted by the ICDR (Amendment) Regulations 2022 with effect from 14 January 2022; before that an issuer could announce a band of a few rupees, which gave the book almost nothing to discover.

RuleRequirementICDR provision
Width of bandCap at least 105 and at most 120 per cent of the floorRegulation 29(2)
Floor and final priceNot below face valueRegulation 29(3)
AnnouncementAt least two working days before an IPO opens; one working day for a further public offerRegulation 29(4); Schedule XIII para 7(a)(i)
Ratios in the announcementFinancial ratios at both ends of the band, and a pointer to the basis for issue price sectionRegulation 29(5)
Revision during biddingFloor may move up or down by up to 20 per cent of the floor in the red herring prospectusSchedule XIII para 7(b)(ii)
Effect of revisionBidding extended by at least three working days, within 10 working days in totalRegulation 46(2); para 9(i)
Retail and employee discountNot more than 10 per cent below the price for other categoriesRegulation 30(1)(a)

Source: SEBI (ICDR) Regulations 2018, consolidated to 21 March 2026.

Two of the largest Indian issues of 2026 set their bands at the regulatory minimum width. The NSE band of Rs 1,700 to Rs 1,785 in September 2026 put the cap at exactly 105.0 per cent of the floor, and the Jio Platforms band of Rs 1,065 to Rs 1,119 in October 2026 put it at 105.1 per cent. In both cases the widest a final price could differ from the floor was about 5 per cent, so most of the pricing judgement had been made before the book opened.

If the band is lowered, the issuer must disclose in the red herring prospectus or the public notice how any resulting shortfall in project financing will be met, and allotment cannot be made until that financing is tied up (para 7(b)(v)).

Bid period and the issue timetable

A book-built IPO must stay open for at least three and at most 10 working days under ICDR Regulation 46(1). The anchor book is built on the working day before opening, and listing follows on the third working day after closing, so a three-day issue runs from anchor day to listing in seven working days.

EventTimingSource
Price band announcementAt least two working days before openingRegulation 29(4)
Anchor bidding and allocationOne working day before openingSchedule XIII para 10(e) and 10(g)
Public biddingThree to 10 working daysRegulation 46(1)
Optional early QIB closeOne day before the issue closesSchedule XIII para 12(m)
Issue closesT
Basis of allotment finalisedT+1SEBI T+3 timetable
Shares credited to demat, unsuccessful bids unblockedT+2SEBI T+3 timetable
Listing and tradingT+3 working daysSEBI/HO/CFD/TPD1/CIR/P/2023/140, 9 August 2023

The extension rules are separate. A price band revision adds at least three working days (Regulation 46(2)). Force majeure, a banking strike or similar unforeseen circumstances allow the issuer, for reasons recorded in writing, to extend bidding by at least one working day (Regulation 46(3)); the minimum was three working days until the ICDR (Amendment) Regulations 2024 cut it to one with effect from 18 May 2024. Neither extension may take the total beyond 10 working days. The IPO listing timeline article sets out each T+1 to T+3 deadline.

Investor categories and allocation of the net offer

The allocation of a book-built issue between investor categories depends on which eligibility route the issuer used under ICDR Regulation 6. An issuer that meets the four eligibility conditions in Regulation 6(1) allocates under Regulation 32(1). An issuer that fails them may list only through book building with at least 75 per cent going to qualified institutional buyers , under Regulations 6(2) and 32(2).

CategoryRegulation 6(1) issuerRegulation 6(2) issuer
Retail individual investors (bids up to Rs 2 lakh)Not less than 35 per centNot more than 10 per cent
Non-institutional investors (bids above Rs 2 lakh)Not less than 15 per centNot more than 15 per cent
Qualified institutional buyersNot more than 50 per centNot less than 75 per cent
Of the QIB portion, reserved for mutual funds5 per cent5 per cent
Of the QIB portion, available to anchorsUp to 60 per centUp to 60 per cent

Source: ICDR Regulations 32(1), 32(2) and 32(3), consolidated to 21 March 2026. Percentages are of the net offer, after any reservations.

Unsubscribed shares in the retail or non-institutional category may be allocated to other categories. The QIB portion of a Regulation 6(2) issue may not, under the proviso to Schedule XIII para 15(c).

The non-institutional category has been split in two since 1 April 2022 by Regulation 32(3A): one third is reserved for applications above Rs 2 lakh and up to Rs 10 lakh, and two thirds for applications above Rs 10 lakh. Unsubscribed shares in one sub-category pass to the other. A non-institutional applicant may not bid for more shares than the issue size less the QIB portion (Regulation 47(1) proviso).

Reservations sit outside the net offer. Regulation 33 allows reservations on a competitive basis for employees and for shareholders of listed subsidiaries or listed promoter companies, but none for the lead managers, the registrar, the syndicate members or their group companies. The employee reservation may carry a discount of up to 10 per cent, which in the NSE IPO was Rs 170 a share. The Jio Platforms issue reserved up to Rs 2,500 crore for shareholders of Reliance Industries and up to Rs 500 crore for employees.

Anchor investors in a book-built issue

An anchor investor is a qualified institutional buyer that applies for at least Rs 10 crore in a mainboard book-built issue, or Rs 2 crore on an SME platform, and is allocated shares on a discretionary basis on the working day before the issue opens, under Schedule XIII para 10. Up to 60 per cent of the QIB portion may go to anchors (Regulation 32(3)).

  • Investor count. Rules as rewritten by the ICDR (Third Amendment) Regulations 2025, from 1 December 2025. A mainboard allocation up to Rs 250 crore needs at least two and at most 15 anchors, with a minimum allotment of Rs 5 crore each. Above Rs 250 crore, five to 15 anchors are allowed for the first Rs 250 crore and a further 15 for every additional Rs 250 crore or part of it (para 10(c)(I)). The earlier rule added 10 for each extra Rs 250 crore.
  • Reserved slice. Forty per cent of the anchor portion is reserved: 33.33 per cent for domestic mutual funds and 6.67 per cent for life insurance companies registered with IRDAI and pension funds registered with PFRDA, with any shortfall in the insurer slice passing to mutual funds (para 10(d)). Before 1 December 2025 the reservation was one third, for mutual funds alone.
  • Price adjustment. If the final price is above the anchor allocation price, anchors pay the difference; if it is below, they receive no refund and keep their allocation price (para 10(h)). Regulation 30(1)(b) forbids an anchor price below the price offered to other applicants.
  • Lock-in. Half of the anchor allotment is locked in for 90 days and half for 30 days from allotment (para 10(j)), for issues opening on or after 1 April 2022, or 1 July 2022 for issues of Rs 10,000 crore or more.
  • Excluded applicants. The lead managers and their associates may not apply as anchors, except mutual funds, insurers, alternative investment funds, pension funds and certain foreign portfolio investors sponsored by associates, and no person related to the promoter group may apply (para 10(k)). A QIB holding a shareholders’ agreement, a veto or a board nomination right is treated as related to the promoters.

The lead managers must give the exchanges the number of shares allocated to anchors and the allocation price before the issue opens (para 10(i)). The red herring prospectus itself is filed before anchor day, so the anchor list reaches investors through an exchange filing, not through the offer document.

Bidding, revision and the cut-off option

Every bid in an Indian book-built issue is placed through the electronic bidding facility of the exchanges (Schedule XIII para 12(a)) and paid through ASBA, which blocks the application amount in the bidder’s bank account until allotment. For individual bids up to Rs 5 lakh placed through an intermediary, the blocking is done by a UPI mandate under SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 of 5 April 2022; the UPI ASBA article covers the mandate flow and the sponsor bank.

The rights to change a bid differ by category.

CategoryMay bid at cut-offMay reviseMay withdraw or lower
Retail individual investorYes (para 12(o))Yes, until closeYes, until close (para 12(h))
Eligible employee, in the reservationYes, as provided in the RHPYes, until close, as provided in the RHPYes, until close, as provided in the RHP
Non-institutional investorNoUpward onlyNo (para 12(i))
Qualified institutional buyerNoUpward onlyNo (para 12(i))
Anchor investorNo; bids on anchor day onlyNoNo

Source: SEBI (ICDR) Regulations 2018, Schedule XIII Part A para 12, consolidated to 21 March 2026. Schedule XIII does not address employees; the employee row follows the NSE red herring prospectus of 10 September 2026.

A cut-off bid blocks the bid quantity multiplied by the cap of the band. If the final price comes out lower, the difference is released at allotment. QIBs place bids only through stock brokers, who have the right to vet them (para 12(f)), and the names of bidding QIBs are not made public (para 12(n)). A QIB that bids both as an anchor and in the ordinary QIB book is not treated as making multiple applications (para 10(l)).

Subscription data published during the book

The exchanges publish the state of the book while bidding is open, in a format fixed by Schedule XIII Part B. Total demand is aggregated across exchanges hourly and shown on their websites, broken down into qualified institutional buyers (foreign portfolio investors, domestic financial institutions, mutual funds and others), non-institutional investors (corporates, individuals and others), retail individual investors (cut-off and price bids separately) and any reservation categories, each as a number of times the shares reserved for it.

The display must carry a statement that it shows only the bid position and “does not necessarily convey the subscription to the issue”, must explain how multiple bids are counted, and must stamp the time of each update. The data stays on the exchange websites for at least three days after the issue closes (para 12(p)). The guide to reading IPO subscription data explains each column.

Institutional demand in Indian books arrives late. In the NSE IPO, QIB bids stood at 1.53 times the QIB portion at the close of 18 September 2026 and at 12.68 times at the close of 21 September, the final day, with mutual fund bids rising from 2,803,248 shares to 54,084,792. A figure read on day one or day two of a three-day book tells a reader very little about the final institutional demand.

Price determination and the final book

The issuer fixes the final price in consultation with the lead managers on the basis of the bids received, under Schedule XIII para 13(a), and every bidder whose bid was at or above that price is considered for allotment (para 13(b)). Cut-off bids count as bids at the final price. Schedule XIII sets no formula for choosing the price: the issuer may pick any price within the band, and the final prospectus then states only that one price (Regulation 29(1) proviso).

The demand schedule the lead managers present is cumulative. For each price point in the band it shows the number of shares bid at that price or higher, with cut-off retail bids counted at every point. The highest price at which cumulative demand covers the shares on offer is the price at which the issue clears. Both the NSE IPO and the Jio Platforms anchor book priced at the cap of their bands.

The prospectus with the final price and share count is filed with the Registrar of Companies under para 14, and a copy goes to the exchanges.

Allotment by investor category

Allotment in a book-built issue follows different rules for each category, under ICDR Regulation 49 and Schedule XIII para 15. The issuer may allot only if the 90 per cent minimum subscription has been received (para 15(a)), and must have at least 1,000 prospective allottees (Regulation 49(1)).

  • Retail individual investors. Each successful applicant receives at least one minimum bid lot, subject to availability, and any remaining shares are allotted proportionately (Regulation 49(4)). When valid applications outnumber the lots available, the lots are drawn by lottery under Regulation 49(5) and Schedule XIV Part A.
  • Non-institutional investors. Since 1 April 2022 each applicant receives at least the minimum application size, subject to availability, with any remainder allotted proportionately (Regulation 49(4A)). This replaced the proportionate method, under which small non-institutional bids were crowded out by large ones.
  • Qualified institutional buyers, other than anchors. Proportionate, within the QIB portion and the 5 per cent mutual fund reservation, as illustrated in Schedule XIII Part C (para 15(b)).
  • Anchor investors. Discretionary, on anchor day (para 10(c)).

The retail subscription multiple published by the exchanges is a ratio of shares, not applications, so it overstates the competition for each lot whenever applicants bid for more than one lot. In a retail book subscribed 10 times where the average applicant bid for two lots, there are about five applications for each lot, so a single application has roughly a one-in-five chance. Registrars publish the result after the basis is finalised; the allotment status guide covers where to check it.

Worked example: the NSE IPO of September 2026

The initial public offering of National Stock Exchange of India Limited in September 2026 was a book-built offer for sale of 126,436,650 equity shares of Rs 1, with no fresh issue. The figures below are from NSE’s red herring prospectus of 10 September 2026, its exchange filings and BSE notice 20260923-39 of 23 September 2026, as compiled in the NSE IPO article.

StepNSE IPO figure
Price bandRs 1,700 to Rs 1,785, cap at 105.0 per cent of the floor
Bid lotEight shares; Rs 14,280 at the cap
Anchor book, 16 September 202637,793,739 shares at Rs 1,785, Rs 6,746.18 crore, 189 entries
Mutual fund share of anchor book36.98 per cent, against the 33.33 per cent floor
Public bidding17, 18 and 21 September 2026; institutional books closed at 16:00 on the last day
Final demand, 19:00 on 21 September 20265.71 times the 88,642,911 shares after the anchor book
By categoryQIB 12.68 times, non-institutional 6.55 times, employees 2.40 times, retail 1.39 times
Retail cut-off bids87.6 per cent of retail shares bid for
Final priceRs 1,785, the cap; employees Rs 1,615 after a Rs 170 discount
Allotment22 September 2026
Listing24 September 2026 on BSE, opening at Rs 1,800

Source: NSE red herring prospectus, 10 September 2026; NSE anchor allocation filing, 16 September 2026; NSE consolidated bid data, 21 September 2026; BSE notice 20260923-39, 23 September 2026.

Because the price came out at the cap, no cut-off bidder received a refund of a price difference on allotted shares; the only money unblocked was for unallotted applications.

The Jio Platforms IPO, bidding from 21 to 23 October 2026, follows the same pattern at a larger size: a band of Rs 1,065 to Rs 1,119, a 12-share lot, and an anchor book of 7,24,74,066 shares at Rs 1,119, or Rs 8,109.85 crore, allocated on 19 October 2026. The Jio Platforms IPO article tracks the subscription and the final price.

Book building compared with a fixed-price issue

A fixed-price issue states one price in the offer document before bidding opens, while a book-built issue states a floor or a band in the red herring prospectus and fixes the price after bidding (Regulation 29(1)). The ICDR Regulations allow either route for an issuer qualifying under Regulation 6(1); a Regulation 6(2) issuer must book build.

AttributeFixed-price issueBook-built issue
Price disclosedOne price in the offer documentFloor or band in the red herring prospectus; final price in the prospectus
Retail allocationAt least 50 per cent of the net offer (Regulation 32(4))At least 35 per cent for a Regulation 6(1) issuer (Regulation 32(1))
Other allocationThe rest to other individuals and to corporates and institutionsAt least 15 per cent non-institutional, at most 50 per cent QIB
Anchor investorsNot availableUp to 60 per cent of the QIB portion
Cut-off biddingNot applicableRetail individual investors only
Available to a Regulation 6(2) issuerNoYes, with at least 75 per cent to QIBs
UnderwritingAs arrangedLead managers must underwrite (Schedule XIII para 3)

Source: SEBI (ICDR) Regulations 2018, consolidated to 21 March 2026.

In a fixed-price issue, if retail demand entitles the category to more than 50 per cent on a proportionate basis, retail receives the higher share (Explanation to Regulation 32(4)). The fixed-price route survives mainly in rights issues and in some SME issues; a fixed-price issue on the main board is now rare.

Underwriting and minimum subscription

The lead managers of a book-built issue must underwrite it, under Schedule XIII para 3(a), and syndicate members sub-underwrite with them. The underwriting and sub-underwriting agreements are signed before the prospectus or red herring prospectus is filed, the final arrangement showing the number of shares each underwriter covers is printed in the offer document before it goes to the Registrar of Companies, and any shortfall in an undersubscribed issue is made good by the lead managers under the inter-se allocation of responsibility (para 3(b) to 3(d)).

Underwriting does not displace the minimum subscription rule. Under ICDR Regulation 45(1), an issue must receive at least 90 per cent of the fresh issue offered, and if it does not, all application money is refunded within four days of closure (Regulation 45(2)). The 90 per cent test does not apply to an offer for sale , where existing shareholders sell shares that already exist. A Regulation 6(2) issuer faces a further test: if the QIB portion is not filled, the shortfall cannot pass to other categories.

The underwriting commission is set by agreement and disclosed with the issue expenses in the offer document. Schedule XIII prescribes no rate.

Green shoe option and price stabilisation

A green shoe option is a post-listing price stabilisation mechanism under ICDR Regulation 57, in which a lead manager appointed as stabilising agent over-allots shares borrowed from the promoters or pre-issue shareholders and uses the over-allotment money to buy shares in the market if the price falls below the issue price after listing. It is optional, and the conditions are specific.

  • The general meeting approving the issue must authorise the issuer to allot shares to the stabilising agent at the end of the stabilisation period (Regulation 57(1)(a)).
  • The issuer and the stabilising agent sign an agreement before the draft offer document is filed, covering fees and expenses (Regulation 57(1)(c)).
  • The over-allotment may not exceed 15 per cent of the issue size (Regulation 57(1)(d)), and the borrowed shares must be in demat form and allocated pro rata to all successful applicants (Regulation 57(1)(h)).
  • In an IPO, promoters and pre-issue shareholders may lend; in a further public offer, only promoters and pre-issue shareholders holding more than 5 per cent (Regulation 57(1)(g)).
  • Stabilisation lasts no more than 30 days from the date the exchanges grant trading permission (Regulation 57(3)).

If the price holds above the issue price, the agent buys nothing and the issuer allots fresh shares to the agent to return to the lenders. If the price falls, the agent’s market purchases supply the shares returned to the lenders, and the issuer allots only for the balance. The stabilising agent decides the timing, quantity and price of any purchase (Regulation 57(2)).

Alternate book building and fast-track further public offers

A listed company making a further public offer may use an alternate method of book building under Schedule XIII Part D, in which QIBs bid only above a floor price and are allotted on price priority: the highest bidder is filled first, then the next highest, until the shares run out. Retail and non-institutional investors are allotted proportionately at the floor price, and employees may be allotted up to 10 per cent below the floor. The issuer may also cap the allotment to a single bidder and decide whether bids may be revised or repeated. Part D is not available in an IPO.

A further public offer may also use the fast-track route under ICDR Regulation 155, which exempts the issuer from parts of the ordinary filing requirements in Regulation 123. The conditions include listing for at least three years, an average market capitalisation of public shareholding of at least Rs 1,000 crore, annualised trading turnover of at least 2 per cent of the weighted average listed shares over six months, delivery-based turnover of at least 10 per cent of that turnover, and three years of compliance with the SEBI listing regulations. The fast-track route changes the documentation, not the book: bidding, price determination and allotment still run under Schedule XIII, whose para 17 applies the schedule to fast-track issues.

Book building on SME exchanges

An SME issue under Chapter IX of the ICDR Regulations may also be book-built, with three changes to the mainboard procedure. From 8 March 2025, every reference in Schedule XIII to retail individual investors is read, for an SME issue, as individual investors applying for the minimum application size. The minimum application on an SME platform is two lots, priced above Rs 2 lakh (Regulation 267(2), from the same date). An SME anchor investor applies for at least Rs 2 crore, with allocation rules scaled to Rs 2 crore and Rs 25 crore thresholds and a minimum allotment of Rs 1 crore per anchor (Schedule XIII para 10(a) and 10(c)(II)).

The SME IPO article covers SME eligibility, the platforms on NSE and BSE, and the 2025 reforms.

Reverse book building in delisting

Reverse book building is the delisting counterpart of the IPO book, used when a promoter or acquirer buys out public shareholders to take a company off the exchanges under the SEBI (Delisting of Equity Shares) Regulations 2021 . SEBI’s investor FAQ on delisting of April 2025 sets out the mechanism: the floor price is computed under the regulations, public shareholders bid the price at which they will sell, at or above the floor, and the exit price is the one at which shares tendered take the acquirer and persons acting in concert to 90 per cent of the total issued shares. If the exit price is acceptable to the promoter, the promoter pays that price to the shareholders.

An acquirer may instead offer a fixed delisting price of at least 15 per cent above the floor price, and must accept all shares tendered if its holding reaches 90 per cent at that price, according to the same FAQ. Shareholders who did not tender may sell to the promoters at the same exit price for at least one year after the delisting closes. A company with paid-up capital below Rs 10 crore and net worth below Rs 25 crore, whose shares were not frequently traded for a year, may skip both processes and set the exit price with its merchant banker.

History of book building in India

SEBI’s Annual Report 1999-2000 records that book-building guidelines were introduced in 1995, and that the route became accepted practice for private placements of debt but “remained absent in the public issue market despite the regulatory framework being in place”. The circular number and date of the 1995 guidelines could not be confirmed at a primary source, so none is given here.

The same report states that 1999-2000 saw book building “conducted for the first time for initial public offering”, with five initial public offers made through the route. The SEBI board approved modified guidelines in October 1999, and Clarification No. XXVII of 26 November 1999 gave issuers the option to book build 75 per cent or 90 per cent of the net public offer, with the balance offered at the fixed price the book discovered.

YearChangeInstrument
1995Book-building guidelines introducedSEBI guidelines, recorded in the SEBI Annual Report 1999-2000
1999-2000First five IPOs through book buildingSEBI Annual Report 1999-2000
26 November 1999Option to book build 75 or 90 per cent of the net offerSEBI Clarification No. XXVII
30 July 2008ASBA introduced for book-built issuesSEBI/CFD/DIL/DIP/31/2008/30/7
1 January 2016ASBA compulsory in public issues; listing at T+6CIR/CFD/POLICYCELL/11/2015, 10 November 2015
November 2018UPI introduced for retail bids, in three phasesSEBI/HO/CFD/DIL2/CIR/P/2018/138, 1 November 2018
14 January 2022Price band cap at least 105 per cent of the floorICDR (Amendment) Regulations 2022
1 April 2022Non-institutional split into Rs 2 lakh to Rs 10 lakh and above; minimum-size allotment; 90-day anchor lock-in on halfICDR (Amendment) Regulations 2022
1 December 2023Listing at T+3 compulsorySEBI/HO/CFD/TPD1/CIR/P/2023/140, 9 August 2023
1 December 2025Anchor reservation widened to 40 per cent, adding insurers and pension fundsICDR (Third Amendment) Regulations 2025

The ICDR Regulations 2018 (No. SEBI/LAD-NRO/GN/2018/31, notified 11 September 2018) replaced the ICDR Regulations 2009, which had replaced the 2000 Disclosure and Investor Protection Guidelines. Schedule XIII of the 2018 regulations carries the book building procedure today.

Grey market premium and kostak

The grey market premium is an unofficial quote of the expected listing gain on an IPO share, traded informally before listing and outside the exchanges. It has no standing under the ICDR Regulations or any SEBI circular, it is not disclosed in the offer document, and a grey market deal carries none of the protections of an exchange trade, such as clearing corporation settlement or a grievance route through SEBI.

The kostak rate is a related informal quote: a fixed sum paid for an IPO application regardless of whether it is allotted, in exchange for the applicant handing over any allotted shares at the issue price. The arithmetic follows from allotment odds. In a hypothetical case, an application with a one-in-five chance of a lot worth a Rs 2,000 grey market gain has an expected value of Rs 400, and a kostak buyer pays less than that.

Neither quote changes how a book is built or allotted. A high grey market premium tends to draw more retail applications, and since retail lots are drawn by lottery under Regulation 49(5) and Schedule XIV, more applicants means a lower chance for each.

Limitations of book building in India

Four features of the ICDR rules limit how far an Indian book can move the price.

Narrow bands. With the cap allowed as close as 105 per cent of the floor under Regulation 29(2), and both the NSE and Jio Platforms bands set at that minimum in 2026, the book can move the final price by about 5 per cent at most. Most of the valuation is fixed by the issuer and lead managers when they set the band.

Anchor signal. The anchor book is allocated a day before public bidding, at a price disclosed through the exchanges, and anchors bear the risk of a higher final price but get no refund if it is lower (Schedule XIII para 10(h)). An anchor book at the cap tells later bidders where the price is likely to land before they bid.

Unequal information. QIBs place bids through brokers who have the right to vet them (para 12(f)), and their names are not made public (para 12(n)); retail investors bid on the red herring prospectus and the published demand. Schedule XIII’s hourly demand display narrows the gap during bidding but does not close it.

Late institutional demand. QIBs may not withdraw or lower bids once placed (para 12(i)), and in the NSE book QIB cover rose from 1.53 to 12.68 times on the final day, so the published book for most of the bidding period understated final demand.

Common misstatements about book building

The claims below, all of which appeared in the May 2026 version of this page, contradict the text of the ICDR Regulations as consolidated to 21 March 2026.

MisstatementWhat the regulations say
Allocation percentages are in Regulation 6Regulation 6 sets eligibility; allocation is in Regulation 32
A “Regulation 6(4)” route requires 75 per cent to QIBsThe 75 per cent QIB route is Regulation 6(2), with allocation under Regulation 32(2)
The 90 per cent minimum subscription is Regulation 3(3)It is Regulation 45(1), and it does not apply to an offer for sale
The green shoe option is under Regulation 45It is Regulation 57
The price band cap can be anything up to 120 per centSince 14 January 2022 the cap must also be at least 105 per cent of the floor
Non-institutional investors are allotted proportionatelySince 1 April 2022 each gets at least the minimum application size, subject to availability (Regulation 49(4A))
QIB allotment is discretionaryOnly anchor allocation is discretionary; other QIBs are allotted proportionately (para 15(b))
Anchors are disclosed in the red herring prospectusThe red herring prospectus is filed before anchor day; anchor allocations are disclosed through the exchanges (para 10(i))
The first book-built IPO was in 1995-96SEBI’s Annual Report 1999-2000 places the first IPOs through book building in that year

Frequently asked questions

What is book building in an IPO?
Book building is the method of pricing a public issue from investor bids. The issuer announces a price band, investors bid within it for three to 10 working days, and the issuer and lead managers fix one final price from that demand, under SEBI ICDR Schedule XIII.
Which SEBI regulation governs book building?
Regulation 28(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 requires the book building process to follow Schedule XIII. The schedule covers lead managers, underwriting, the price band, anchor investors, bidding, price determination and allotment. The regulations were last amended on 21 March 2026.
How wide can an IPO price band be?
The cap must be at least 105 and at most 120 per cent of the floor price, under ICDR Regulation 29(2). The 105 per cent minimum applies from 14 January 2022. The NSE band of Rs 1,700 to Rs 1,785 in September 2026 sat exactly at it.
How long is a book-built IPO open for bidding?
At least three and at most 10 working days, under ICDR Regulation 46(1). A price band revision extends bidding by at least three working days. Force majeure, a banking strike or similar unforeseen events allow an extension of at least one working day, within the 10-day ceiling.
Can the price band be changed during bidding?
Yes. Schedule XIII para 7(b)(ii) allows the floor to move up or down by up to 20 per cent of the floor disclosed in the red herring prospectus. The revision is announced to the exchanges and by public notice, and bidding is extended by at least three working days.
Who decides the final issue price in book building?
The issuer, in consultation with the lead managers, fixes the final price from the bids received (Schedule XIII para 13(a)). All bidders at or above that price, plus cut-off bidders, are considered for allotment. The prospectus filed with the Registrar of Companies then carries only that one price.
What does bidding at the cut-off price mean?
A cut-off bid accepts whatever final price is fixed within the band. Only retail individual investors may bid at cut-off, under Schedule XIII para 12(o). The amount blocked is the bid quantity multiplied by the cap of the band, and any excess over the final price is released at allotment.
Can an IPO bid be withdrawn after it is placed?
A retail individual investor may revise or withdraw a bid until the issue closes (Schedule XIII para 12(h)). Qualified institutional buyers and non-institutional investors may not withdraw or lower the size of their bids at any stage (para 12(i)), though they may revise upward.
How are IPO shares allocated between investor categories?
For a Regulation 6(1) issuer, at least 35 per cent of the net offer goes to retail, at least 15 per cent to non-institutional investors and at most 50 per cent to QIBs (Regulation 32(1)). A Regulation 6(2) issuer must give at least 75 per cent to QIBs.
How is the non-institutional portion divided?
Since 1 April 2022, ICDR Regulation 32(3A) reserves one third of the non-institutional portion for applications above Rs 2 lakh and up to Rs 10 lakh, and two thirds for applications above Rs 10 lakh. Unsubscribed shares in one sub-category may go to the other.
How is allotment decided in an oversubscribed retail category?
Each successful retail applicant receives at least one minimum bid lot, subject to availability, under ICDR Regulation 49(4). When valid applications outnumber the lots, they are drawn by lottery under Regulation 49(5) and Schedule XIV.
Are non-institutional investors allotted shares proportionately?
No, not since 1 April 2022. ICDR Regulation 49(4A) gives each non-institutional applicant at least the minimum application size, subject to availability, with any remainder allotted proportionately. Qualified institutional buyers other than anchors are still allotted on a proportionate basis.
What is an anchor investor in book building?
An anchor investor is a qualified institutional buyer bidding at least Rs 10 crore on the main board one day before the issue opens. Up to 60 per cent of the QIB portion may go to anchors, allocated at discretion (Schedule XIII para 10). Half are locked in 90 days.
What happens if the final price differs from the anchor price?
If the final price is above the anchor allocation price, anchors pay the difference. If it is lower, nothing is refunded and anchors keep their allocation price (Schedule XIII para 10(h)). The anchor price cannot be below the price offered to other applicants.
What is the difference between book building and a fixed-price issue?
A fixed-price issue states one price in the offer document before bidding, and at least 50 per cent of the net offer goes to retail investors (Regulation 32(4)). A book-built issue states a band and fixes the price after bidding, with at least 35 per cent for retail.
What happens if a book-built IPO is undersubscribed?
The lead managers must underwrite the issue and make good any shortfall (Schedule XIII para 3). If the issue receives less than 90 per cent of the fresh issue, ICDR Regulation 45 requires all application money to be refunded within four days.
What is a green shoe option in an IPO?
A green shoe option lets a stabilising agent over-allot shares borrowed from promoters or pre-issue shareholders, up to 15 per cent of the issue size, and buy shares in the market if the price falls after listing. Stabilisation lasts up to 30 days from trading approval, under ICDR Regulation 57.
How often is IPO subscription data published?
Schedule XIII Part B requires the exchanges to aggregate total demand hourly and display it on their websites, by investor category and separately for cut-off and price bids. The book building data must remain displayed for at least three days after the issue closes.
Can QIB bidding close earlier than retail bidding?
Yes. Schedule XIII para 12(m) allows the issuer to close bidding by qualified institutional buyers one day before the issue closes, provided the bidding period is at least three days for every category and the red herring prospectus discloses the intention.
What is reverse book building?
Reverse book building is the delisting process in which public shareholders bid the price at which they will sell, at or above a floor price. The exit price is the one taking the acquirer to 90 per cent of issued shares, under the SEBI Delisting Regulations 2021.
When was book building introduced in India?
SEBI’s Annual Report 1999-2000 records that book-building guidelines were introduced in 1995, but the route went unused for public issues until 1999-2000, when five initial public offers used it. The SEBI board approved modified guidelines in October 1999.
Does a high grey market premium mean high allotment chances?
No. The grey market premium is an unofficial quote with no standing under SEBI rules or the ICDR Regulations. Retail allotment depends only on the number of valid retail applications against the lots available, which a high premium usually worsens by drawing more applicants.

See also

External references

References

  1. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, No. SEBI/LAD-NRO/GN/2018/31, consolidated to 21 March 2026: Regulations 6, 28, 29, 30, 32, 33, 45, 46, 47, 49, 57, 155 and 267; Schedule XIII Parts A to D.
  2. SEBI, Annual Report 1999-2000, Part I, “Amendments of book building guidelines”, and Clarification No. XXVII dated 26 November 1999.
  3. SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated 9 August 2023, reduction of the listing timeline for public issues from T+6 to T+3.
  4. SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated 5 April 2022, UPI as the payment mechanism for individual bids up to Rs 5 lakh.
  5. SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated 1 November 2018, streamlining the process of public issue of equity shares and convertibles (UPI).
  6. SEBI circular SEBI/CFD/DIL/DIP/31/2008/30/7 dated 30 July 2008, introduction of Application Supported by Blocked Amount.
  7. SEBI, Frequently asked questions on delisting of equity shares, April 2025, under the SEBI (Delisting of Equity Shares) Regulations 2021.
  8. SEBI, Annual Report 2025-26, Chapter 3, Table 3.1, resource mobilisation through public issues in FY2025-26.
  9. BSE notice 20260923-39 dated 23 September 2026, listing of equity shares of National Stock Exchange of India Limited.

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