What is an FPO (follow-on public offer)? (2026)

An FPO, or follow-on public offer, is a public issue of shares by a company that is already listed on the NSE or BSE. The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 call it a "further public offer" and set its rules in Chapter IV. Regulation 2(1)(q) defines it as an offer of specified securities by a listed issuer to the public, and it includes an offer for sale by existing holders. This page was re-read against the ICDR consolidation amended up to 21 March 2026, on 23 October 2026.

What is an FPO and how is it different from an IPO?

An FPO is a listed company's second, or later, trip to the public market. Both an FPO and an IPO are "public issues" under ICDR Regulation 2(1)(rr). The difference is the issuer's status on the day it files, and that decides which chapter of the Regulations applies.

Because the shares already trade, the company's past shareholding patterns, results and announcements are on the exchange record before the FPO opens.

Fresh issue or offer for sale: where does the money go?

The definition covers two kinds of shares, and an FPO can carry either or both:

• Fresh issue: the company creates new shares. The share count rises and the money goes to the company. Existing holders who do not apply own a smaller percentage afterwards.
• Offer for sale: existing holders sell part of their holding through the offer. No new shares are created and the money goes to those sellers, not the company.

The offer document states the split. ICDR Regulation 115 refers to "the issue proceeds excluding the portion of offer for sale", which is the line that separates the company's money from the sellers'.

Who can make an FPO?

Chapter IV opens with who is shut out. Under ICDR Regulation 102, an issuer cannot make an FPO if the issuer, its promoters, promoter group, directors or selling shareholders are debarred from the capital market by SEBI, if a promoter or director runs another debarred company, if the issuer or a promoter or director is a wilful defaulter or fraudulent borrower, or if a promoter or director is a fugitive economic offender. A debarment that has already ended does not count.

Regulation 103 adds a name-change test. A company that changed its name in the year before filing may make an FPO only if at least 50% of the previous full year's revenue came from the activity its new name indicates. If it fails that test, the FPO must be book built and at least 75% of the net offer must go to qualified institutional buyers, with full refunds if that allotment is not reached.

Regulation 104 caps the money raised for general corporate purposes at 25% of the issue, and at 35% once objects with no identified acquisition or investment target are added in.

How much must promoters put into an FPO?

Regulation 113(1) requires the promoters to contribute 20% of the proposed issue size or 20% of the post-issue capital. The money must be in place at least one day before the issue opens and is held in an escrow account until the issue proceeds are released (Regulation 113(4)). Under Regulation 115, the minimum contribution is locked in for eighteen months from allotment (three years where most of the proceeds, leaving out the offer for sale, will fund capital expenditure), and any promoter holding above that minimum for six months.

Regulation 112 waives the contribution in two cases: an issuer with no identifiable promoter, and an issuer whose shares have been frequently traded for at least three years, which has redressed at least 95% of investor complaints and has complied with the LODR Regulations for three years.

How does an FPO run, from draft to listing?

The steps are dated and public, which is what makes an FPO traceable after the fact.

1. Draft offer document. Filed with SEBI and the exchanges under Regulation 123, which also lets SEBI issue observations within thirty days of the later of the listed dates.
2. Public comment. The draft is hosted on the websites of the issuer, SEBI, the exchanges and the lead managers for at least 21 days (Regulation 124(1)).
3. Price or price band. A fixed price, or a price band whose cap is between 105% and 120% of the floor, announced at least two working days before bidding opens (Regulation 127).
4. Allocation. In a book built FPO, at least 35% of the net offer to retail individual investors, at least 15% to non-institutional investors and at most 50% to qualified institutional buyers (Regulation 129(1)). Up to 60% of the QIB portion may go to anchor investors (Regulation 129(3)).
5. Bidding window. Open for three to ten working days (Regulation 142(1)).

Retail individual investors and reserved employees may be offered a price up to 10% below the price for other categories, stated in rupees in the offer document (Regulation 128).

What is a fast track FPO?

Part X of Chapter IV lets a large, established listed company skip several draft-filing steps in Regulation 123. Regulation 155 sets the conditions, among them: shares listed for at least three years, the entire promoter group holding in demat form, an average market capitalisation of public shareholding of at least 1,000 crore rupees, minimum trading and delivery turnover, three years of listing compliance, at least 95% of investor complaints redressed, and no trading suspension as a disciplinary measure in the last three years.

FPO vs other ways a listed company raises money

An FPO sits beside the qualified institutions placement (QIP), which is offered only to institutions, the rights issue, which is offered to existing holders, and the offer for sale (OFS), which is promoters selling through the exchange's trading window. The rules for the two routes side by side are in QIP vs FPO, and how the book-building disclosures read is in the red herring prospectus explainer. The anchor investor page covers the QIB slice that is allotted before the issue opens.

After an FPO lists, the promoter and institutional percentages move in the next quarterly shareholding pattern. Flock's filing week page lists the insider, bulk deal and shareholding disclosures filed on the exchanges each week, with the filer named and the filing date.

So, what is an FPO in one line: a further public offer by a listed company, run under ICDR Chapter IV, with a dated draft, a dated price band and a dated allotment on the public record. What any particular FPO means for you is your call to make.