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

SEBI issues Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025

08-Sep-2025 | F.No. SEBI/LAD-NRO/GN/2025/264

SEBI has issued the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025, amending the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018.

Key Highlights of the Amendment Regulation are as follows:
1. In Regulation 7(1)(c), the requirement of holding all specified securities in dematerialised form for filing the draft offer document for issuing securities on the Main Board will now apply to the promoters, promoter group, selling shareholder(s), and directors, instead of only the promoters, as previously specified.
2. Similarly, in Regulation 230(1)(d), the requirement of holding all specified securities in dematerialised form for filing the draft offer document for issuing and listing securities on the SME Exchange will now apply to the promoters, promoter group, selling shareholder(s), and directors, instead of only the promoters, as earlier specified.
3. The requirement of holding equity shares for a period of one year shall not apply to equity shares or equity shares arising from the conversion of fully paid-up compulsorily convertible securities-offered for sale, provided such equity shares or securities were acquired pursuant to a scheme approved by a High Court, Tribunal, or the Central Government under Sections 230 to 234 of the Companies Act, and the scheme has been in existence for more than one year prior to its approval. Earlier, this exemption was available only for equity shares.

Kindly refer to the attached document for more information.

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