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Corporate Laws Central Ministry of Finance Securities and Exchange Board of India Act, 1992

SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025

03-Mar-2025 | F. No. SEBI/LAD-NRO/GN/2025/233

Securities and Exchange Board of India (SEBI) has issued the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, effective from 4th March 2025.

Key Highlights:
a. Any proposed pre-IPO placement disclosed in the draft offer document must be reported to stock exchanges within 24 hours of the transaction.
b. Public announcement of the draft offer document filing must be made within 2 working days instead of the previous 2-day requirement.
c. The draft offer document must be available for public comments for 21 days from the date of announcement publication, instead of 21 days from filing.
d. The separate pre-issue and price band advertisements have been merged into a single advertisement, published at least 2 working days before the issue opening in the same newspapers as the Draft Red Herring Prospectus (DRHP) filing advertisement.
e. A company filing a draft offer document confidentially must make a public announcement within 2 working days of such filing.
f. The compliance officer of a company must now be a qualified company secretary, aligning with SEBI Listing Regulations.
g. A company may voluntarily include financial statements of a business or subsidiary acquired/ divested, provided such financial statements are certified by the auditor of the business or subsidiary acquired/ divested, or chartered accountants that hold a valid certificate issued by the Peer Review Board of the ICAI.
h. To determine minimum promoters' contribution, the post-IPO capital will take into consideration the exercise of any SARs that are outstanding and will be converted before filing the red herring prospectus in IPO.
Note: Provisions concerning Rights Issues by listed issuers will come into force 31 days after publication in the Official Gazette and apply to Rights Issues approved by the issuer's Board of Directors after the effective date.

For detailed information, please refer to the attached document.

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