The Institute of Chartered Accountants of India (ICAI) has released the Technical Guide on Disclosure and Reporting of Key Performance Indicators (KPIs) in Offer Documents.
The Technical Guide has the following contents: –
Applicability
Applicability of the Technical Guide
Recent amendments to ICDR Regulations in relation to disclosure of KPIs
Disclosure / Relevance of KPIs
Meaning of KPIs
Purpose of KPIs
Disclosure of KPIs in Offer Documents
Understanding the Requirement
Periods to be covered for disclosure of KPIs in the Offer Documents
KPIs to be presented based on standalone or consolidated basis
KPIs on proforma financial information
Legal and Other Aspects
Roles and Responsibilities
Bankers
Issuer company
Practitioners
Who are Eligible to Make the Reports
Signing the Report
Liability for Misstatement in Prospectus
Rights and Powers
Person to whom the Report should be addressed
The Guidance Note also has the following Appendices:
Illustrative format of independent auditor’s/ practitioner’s report on Key Performance Indicators
SEBI notification dated November 21, 2022.
The “Technical Guide” aims to offer direction to practitioners on the disclosure and reporting requirements related to Key Performance Indicators (KPIs) in the “Basis for Issue Price” section of offer documents for Initial Public Offers (IPOs) in India.
The guide applies to issuer companies that need to disclose KPIs in their offer documents in compliance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (ICDR Regulations). The Technical Guide is only applicable to IPOs as defined by the ICDR Regulations and is meant to aid in the sale of securities to prospective Indian investors. Securities sold outside of India, including those sold under Rule 144A or Regulation S of the U.S. Securities Act of 1933, as amended, are not covered by this guide.
The Technical Guide must be used in conjunction with the “Guidance Note on Reports or Certificates for Special Purposes (Revised 2016)” issued by ICAI, which provides guidance on several aspects of such engagements, including engagement acceptance procedures, planning, materiality, written representations, and others. The Technical Guide becomes effective from the date of its issuance.
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