FPO: Process of Further Public Offering and Registration Online in India

 As businesses scale and capital needs increase, raising funds through the equity markets becomes a strategic move for listed companies. While Initial Public Offerings (IPOs) are widely known, a Further Public Offering (FPO) is a crucial financial tool for already-listed companies to raise additional capital by issuing shares to the public.

In India, FPOs are regulated by the Securities and Exchange Board of India (SEBI) and play a vital role in helping companies manage debt, expand operations, or meet working capital needs. At Corpzo.com, we guide companies through the entire process of FPO registration online, ensuring complete compliance with SEBI guidelines and streamlined execution.

✅ What is an FPO (Further Public Offering)?

A Further Public Offering (FPO) is the process by which a company that is already listed on a stock exchange issues additional shares to the public. The objective is to raise fresh capital after an IPO. It is also known as a Follow-on Public Offer.

FPOs are typically used for:

  • Business expansion or acquisitions

  • Repayment or reduction of debt

  • Funding operational costs

  • Strengthening the company’s balance sheet

Unlike an IPO, which is the first issue of shares to the public, an FPO is a subsequent offering and is generally perceived as less risky due to the company’s already-established market presence.

🎯 Types of FPOs

1. Dilutive FPO

In this type, the company issues new shares to the public, which increases the total share capital and reduces existing shareholders' percentage of ownership. However, it brings in fresh capital to the company.

2. Non-Dilutive FPO

In this case, existing shareholders, such as promoters or investors, sell their shares to the public. No new shares are issued, and the proceeds go to the shareholders, not the company.

🏛️ Regulatory Body: SEBI

All FPOs in India are regulated by the Securities and Exchange Board of India (SEBI) under:

  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

  • Companies Act, 2013

  • Listing obligations and disclosure norms (LODR)

Before issuing an FPO, the company must obtain approval from:

  • SEBI

  • Stock Exchanges (NSE/BSE)

  • Shareholders (via board/shareholder resolutions)

📝 Process of FPO Registration in India

At Corpzo.com, we ensure that your company meets all eligibility criteria and assist you through each step of the process.

✅ Step 1: Board and Shareholder Approval

The company’s Board of Directors must pass a resolution approving the FPO. Following this, a special resolution must be passed by shareholders at a general meeting under Section 62 of the Companies Act.

✅ Step 2: Appointment of Intermediaries

The company must appoint:

  • Merchant Banker (Lead Manager)

  • Registrar to the Issue

  • Legal Advisors & Auditors

  • Underwriters (optional)

These intermediaries assist in due diligence, pricing, and compliance.

✅ Step 3: Due Diligence and Documentation

Key documents required include:

  • Draft Red Herring Prospectus (DRHP) or Red Herring Prospectus (RHP)

  • Audited financial statements (past 3 years)

  • Legal due diligence reports

  • Material contracts and board resolutions

  • Details of litigations or pending cases

  • Shareholding pattern and promoter details

✅ Step 4: Filing with SEBI and Stock Exchanges

The Draft Offer Document is filed with SEBI and the relevant stock exchanges (BSE/NSE). SEBI may provide feedback or seek clarifications, which must be addressed.

✅ Step 5: Pricing and Book Building

There are two pricing methods:

  • Fixed Price: Shares are offered at a pre-decided price

  • Book Building: A price band is decided, and investors bid within the range

The final price is determined based on investor demand.

✅ Step 6: Opening of the Offer

Once SEBI gives the go-ahead:

  • The FPO is opened to the public

  • Investors (retail, institutional, QIBs, etc.) can subscribe

  • Application is made through ASBA (Applications Supported by Blocked Amount)

✅ Step 7: Allotment and Listing of Shares

After the FPO closes:

  • Shares are allotted based on investor category

  • Refunds are processed for unallotted applications

  • Shares are credited to investors’ Demat accounts

  • The new shares are listed on the stock exchanges

📋 Eligibility Criteria for FPO

Companies planning an FPO must meet the following criteria:

  • Must be listed on a recognized stock exchange

  • Minimum 3 years of track record of profitability (or as per SEBI relaxation norms)

  • No regulatory penalties or corporate governance issues

  • Promoters’ contribution must comply with SEBI’s lock-in and disclosure rules

  • Net worth and paid-up capital requirements should be met

📄 Documents Required for FPO Filing

  1. Certificate of Incorporation

  2. Memorandum & Articles of Association

  3. Board and Shareholder Resolutions

  4. Audited financial statements (3 years)

  5. Tax returns and compliance reports

  6. Draft Red Herring Prospectus (DRHP)

  7. Consent letters from intermediaries

  8. Litigation disclosures

  9. Shareholding pattern and changes

  10. PAN, GST, and other registrations

💡 Benefits of FPO

  • Capital Infusion without increasing debt

  • Improved public image and investor confidence

  • Enhanced liquidity of shares in the secondary market

  • Attracts institutional investors

  • Helps meet SEBI's minimum public shareholding norms

⚠️ Challenges in FPO

  • Dilution of promoter holding

  • Market volatility may affect pricing

  • Requires rigorous due diligence and disclosures

  • Lengthy approval process

  • Under-subscription risks if market sentiment is poor

🤝 How Corpzo.com Can Help

At Corpzo.com, we specialize in regulatory filings, capital market compliance, and business licensing services. For companies planning an FPO, we provide:

  • Eligibility assessment and advisory

  • Coordination with merchant bankers, legal advisors, and SEBI

  • Preparation of offer documents and DRHP

  • Compliance with Companies Act and LODR requirements

  • Post-issue support, listing assistance, and reporting

Our team ensures that your FPO is executed efficiently, transparently, and successfully.

📞 Contact Corpzo Today

Raise capital with confidence and meet your expansion goals with an expertly managed FPO process.

Brand Name:- CorpZo

Address:- G 10, Sector 63, Noida, India, 201301,

Email:- reach@corpzo.com,

Phone:- +91 9999 139 391,

Web Address:- https://www.corpzo.com

Corpzo.com – Your trusted partner for capital markets and regulatory compliance in India.

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