Preliminary Offering Memorandum Template for India

The Preliminary Offering Memorandum is a crucial document in the Indian capital markets, used when a company intends to raise capital through a public or private securities offering. It serves as the primary marketing and disclosure document during the initial stages of the offering process. The document must comply with the Securities and Exchange Board of India (SEBI) regulations, particularly the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. While marked as preliminary, it contains substantially complete information about the business, financials, risks, and terms of the offering, subject to final pricing and other details. The document is typically used during the marketing phase to gauge investor interest and collect feedback, which may be incorporated into the final offering memorandum. It includes appropriate disclaimers and is often subject to regulatory review and approval before distribution.

1. Important Notice/Disclaimer: Legal disclaimers, jurisdictional restrictions, and representation statements regarding the preliminary nature of the information

2. Table of Contents: Detailed index of all sections and subsections

3. Offering Summary: Executive summary of the offering, including key terms, company overview, and investment highlights

4. Risk Factors: Comprehensive list of business, industry, and investment risks

5. Use of Proceeds: Detailed breakdown of how the funds raised will be utilized

6. Capitalization: Current capital structure and pro-forma post-offering capital structure

7. Business Description: Detailed description of the company's business, operations, and market position

8. Management Discussion and Analysis: Analysis of financial condition, results of operations, and future prospects

9. Industry Overview: Analysis of the industry, market opportunity, and competitive landscape

10. Management and Organization: Information about key management personnel, board members, and organizational structure

11. Related Party Transactions: Disclosure of material transactions with related parties

12. Description of Share Capital: Details of the company's share capital structure and rights attached to securities

13. Taxation: Overview of relevant tax considerations for investors

14. Plan of Distribution: Information about the offering process and distribution arrangements