Full Text
REGD. No. D. L.-33004/99
The Gazette of India
CG-MH-E-09092025-266028
EXTRAORDINARY
PART III-Section 4
PUBLISHED BY AUTHORITY
No. 616]
NEW DELHI, MONDAY, SEPTEMBER 8, 2025/BHADRA 17, 1947
5968 GI/2025
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 8th September 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) (SECOND AMENDMENT) REGULATIONS, 2025
F.No. SEBI/LAD-NRO/GN/2025/264– In exercise of the powers conferred under section 30 of the
Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to
further amend the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, namely: -
1.
These regulations may be called the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Second Amendment) Regulations, 2025.
2.
They shall come into force on the date of their publication in the Official Gazette:
Provided that sub-regulations II and VI of regulation 3 of these amendment regulations shall come into force
on the 30th day from the date of their publication in the Official Gazette.
3.
In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, -
I.
in regulation 2, in sub-regulation (1), in clause (ss), after sub-clause (xiii), the following sub-clause
shall be inserted, namely, -
"(xiv) accredited investors as defined in clause (ab) of sub-regulation (1) of regulation 2 of the
Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, for
the limited purpose of their investment in Angel Funds registered with the Board, under the
Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.".
II.
in regulation 7, in sub-regulation (1), clause (c) shall be substituted with the following clause,
namely, -
"(c) all its specified securities held by –
(i) the promoters,
(ii) the promoter group,
(iii) the selling shareholder(s),
(iv) the directors,
(v) the key managerial personnel,
(vi) the senior management,
(vii) qualified institutional buyer(s),
(viii) employees,
(ix) shareholders holding SR equity shares,
(x) entities regulated by Financial Sector Regulators,
(xi) any other categories of shareholders as maybe specified by the Board from time to
time,
are in the dematerialised form prior to the filing of the draft offer document;
Explanation - For the purposes of this clause, -
(i) the term "employee" shall mean a person designated as an employee by the issuer, who is
exclusively working in India, and employees of its holding, subsidiary or associate company;
(ii) "financial sector regulator" shall mean an authority or body constituted under any law for
the time being in force to regulate services or transactions of financial sector and includes the
Reserve Bank of India, the Securities and Exchange Board of India, the Insurance Regulatory
and Development Authority of India, the Pension Fund Regulatory Authority, the International
Financial Services Centre Authority, the Insolvency and Bankruptcy Board of India and such
other authorities as may be specified by the Board;".
III.
in regulation 8, in the third proviso, the existing clause b) shall be substituted with the following
clause, namely, -
"b) if the equity shares or equity shares arising out of conversion of fully paid-up compulsorily
convertible securities are offered for sale where such equity shares or fully paid-up
compulsorily convertible securities were acquired pursuant to any scheme approved by a High
Court or approved by a Tribunal or the Central Government under sections 230 to 234 of the
Companies Act, 2013, as applicable, in lieu of business and invested capital, which had been in
existence for a period of more than one year prior to approval of such scheme;”.
IV.
in regulation 15, in sub-regulation (1), in sub-clause (ii) of the proviso to clause (b), after the words
"by the promoters” and before the words “in lieu", the words and symbols “or alternative investment
funds or foreign venture capital investors or scheduled commercial banks or public financial
institutions or insurance companies registered with Insurance Regulatory and Development
Authority of India or any non-individual public shareholder holding at least five per cent. of the
post-issue capital or any entity (individual or non-individual) forming part of promoter group other
than the promoter(s), as applicable” shall be inserted.
V.
in regulation 105, in the third proviso, the existing clause b) shall be substituted with the following
clause, namely, -
"b) if the equity shares or equity shares arising out of conversion of fully paid-up compulsorily
convertible securities are offered for sale where such equity shares or fully paid-up
compulsorily convertible securities were acquired pursuant to any scheme approved by a High
Court or approved by a Tribunal or the Central Government under sections 230 to 234 of the
Companies Act, 2013, as applicable, in lieu of business and invested capital, which had been in
existence for a period of more than one year prior to approval of such scheme;”.
VI.
in regulation 230, in sub-regulation (1), clause (d) shall be substituted with the following clause,
namely, -
"(d) all its specified securities held by –
(i) the promoters,
(ii) the promoter group,
(iii) the selling shareholder(s),
(iv) the directors,
(v) the key managerial personnel,
(vi) the senior management,
(vii) qualified institutional buyer(s),
(viii) employees,
(ix) shareholders holding SR equity Shares,
(x) entities regulated by Financial Sector Regulators,
(xi) any other categories of shareholders as maybe specified by the Board from time to
time,
are in the dematerialised form prior to the filing of the draft offer document;
Explanation - For the purposes of this clause, -
(i) the term “employee” shall mean a person designated as an employee by the issuer, who is
exclusively working in India, and employees of its holding, subsidiary or associate company;
(ii) "financial sector regulator" shall mean an authority or body constituted under any law for
the time being in force to regulate services or transactions of financial sector and includes the
Reserve Bank of India, the Securities and Exchange Board of India, the Insurance Regulatory
and Development Authority of India, the Pension Fund Regulatory Authority, the International
Financial Services Centre Authority, the Insolvency and Bankruptcy Board of India and such
other authorities as may be specified by the Board;".
VII.
in regulation 237, in sub-regulation (1), in sub-clause (ii) of the proviso to clause (b), after the words
"by the promoters" and before the words "in lieu", the words and symbols "or alternative investment
funds or foreign venture capital investors or scheduled commercial banks or public financial
institutions or insurance companies registered with Insurance Regulatory and Development
Authority of India or any non-individual public shareholder holding at least five per cent. of the
post-issue capital or any entity (individual or non-individual) forming part of promoter group other
than the promoter(s), as applicable” shall be inserted.
VIII.
in regulation 292A,
A. in clause (e),
1) in sub-clause (ii), the word "state" shall be substituted with the word "State”;
2) the existing sub-clause (iii) shall be renumbered as sub-clause (iv);
3) after the existing sub-clause (ii), the following new sub-clause shall be inserted,
namely,-
"(iii) a Trust registered under the Registration Act, 1908 (16 of 1908) with the
relevant Sub-Registrar in those States that have not enacted the law governing
public trust;"
4) the existing sub-clause (iv) shall be renumbered as sub-clause (vi);
5) after the renumbered sub-clause (iv), the following new sub-clause shall be
inserted, namely,-
"(v) a charitable society registered under the Societies Registration Act of the
relevant State;"
6) in the renumbered sub-clause (vi),
a. the word "incorporated" shall be substituted with the word “registered";
b. after the symbols, words and numerals "Companies Act, 2013 (18 of
2013)" and before the symbol ";", the symbols, words and numerals
"including a company registered under section 25 of the repealed
Companies Act, 1956" shall be inserted;
7) the existing sub-clause (v) shall be renumbered as sub-clause (vii);
B. the existing clause (g), shall be substituted with the following clause, namely, -
"(g) "Social Impact Assessment Organization" means any entity which has
(i) employed Social Impact Assessor(s) with a track record of minimum three years in
conducting social impact assessment; or
(ii) employed at least two full time Social Impact Assessors, each with a minimum
experience of three years, in conducting social impact assessment, who shall sign the
social impact assessment report;".
IX.
in regulation 292E, in sub-regulation (2),
A. in clause (a), -
1) the words "be indulged” shall be substituted with the word “indulge";
2) the existing sub-clause (xvii) shall be renumbered as sub-clause (xviii);
3) after the existing sub-clause (xvi), the following new sub-clause shall be inserted,
namely, -
"(xvii) the activity provided under Schedule VII of the Companies Act,
2013;";
B. the existing clause (b), shall be substituted with the following clause, namely, -
"(b) the Social Enterprise shall target underserved or less privileged population segments
or regions recording lower performance in the development priorities of the Central or
State Governments, or such other target segments as may be specified by the Board from
time to time;";
C. in clause (c), before the words "Social Enterprise" the words "For Profit" shall be
inserted.
X.
in regulation 292F, in sub-regulation (1),
A. in the first proviso,
1) the words "choose to" shall be omitted;
2) after the words “through it” and before the symbol ".", the words “for a maximum
period of two years from the date of registration or such duration as may be
specified by the Board" shall inserted;
B. after the existing first proviso, the following new proviso shall be inserted, namely,-
"Provided further that upon expiry of the period of two years from the date of
registration or such duration as may be specified by the Board, the Not for Profit
Organization shall have at least one listed project for which funds have been raised
through the Social Stock Exchange, failing which it shall cease to be registered.".
XI.
in schedule VII,
A. the existing clause (2), shall be substituted with the following clause, namely, -
"(2) Definitions and abbreviations:
a) Conventional or general terms
b) Issue related terms
c) Issuer and industry related terms
d) Abbreviations";
B. the existing clause (5), shall be substituted with the following clause, namely, -
"(5) Risk Factors:
Risk factors shall be in relation to the following:
a) Issue and object of the issue;
b) Risks material to the issuer and its business;
In each of the above, where applicable, along with the instances of occurrence of
such risk in the past and financial or other impact thereof, if any, on the issuer and
its business, the mitigation measures, if any, adopted to reduce or eliminate such risk
shall be disclosed.";
C. in clause (7), in the heading, the words "Use of proceeds" shall be substituted with the
words "Objects of issue and use of issue proceeds";
D. the exiting clause (8), shall be substituted with the following clause, namely, -
"(8) Capitalization Statement:
i. Capitalisation Statement showing total borrowings, total equity, and the
borrowing/ equity ratios before and after the issue is made shall be incorporated.
It shall be prepared on the basis of the Consolidated Financial Statement for the
latest financial year or when applicable at the end of the stub period. In case of
any change in the share capital since the date as of which the financial information
has been disclosed in the placement document, a note explaining the nature of the
change shall be given.
ii. Capital Structure
a) Authorised, issued and subscribed capital, after suitable incorporation of the
outstanding convertible securities (number of securities, description and
aggregate nominal value)
b) Paid-up capital
i. before the issue
ii. after the issue
iii. after conversion of convertible instruments (if applicable)
iv. Share premium account (before and after the offer)";
E. the existing clause (10) shall be omitted;
F. the existing clause (11), shall be renumbered as clause (10), and shall be substituted with
the following clause, namely, -
"(10) Financial information of the issuer:
A summary of the financial position of the company as in three audited balance sheets
immediately preceding the QIP offer including the following items:
i. Total income from operations
ii. Net profit/loss before tax and extraordinary items
iii. Net profit/loss after tax and extraordinary items
iv. Equity share capital
V. Reserves and surplus
vi. Net worth
vii. Basic Earnings per share
viii. Diluted Earnings per share
ix. Return on net worth
Χ. Net Asset Value per Share
xi. Cash Flow Statements";
G. the existing clause (12) shall be omitted;
H. the existing clauses (13) and (14) shall be renumbered as clause (11), and shall be
substituted with the following clause namely,-
"(11) Business and Industry description:
A summary of the primary business of the issuer and the industry in which it
operates.";
I. the existing clause (16) shall be renumbered as clause (13), and shall be substituted with
the following clause, namely, -
"(13) Board of directors and senior management:
Name, date of birth, age, Director Identification Number, address, occupation and
date of expiration of the current term of office of manager, managing director and
other directors (including nominee directors and whole-time directors).";
J. the existing clause (19) shall be renumbered as clause (16), and shall be substituted with
the following clause, namely,-
"(16) Outstanding litigation and legal proceedings:
1. Summary of outstanding litigation and legal proceedings in a tabular format along
with the amount involved, wherever quantifiable for the pending matters which,
if they result in an adverse outcome, would materially and adversely
affect the operations or the financial position of the issuer.
2. Matters which are pending:
i. Involving criminal liability on the part of the issuer.
ii. Material violations of the statutory regulations by the issuer.
iii. Economic offences where proceedings have been initiated against the
issuer.
For the purpose of determining materiality, the threshold shall be lower of
threshold criteria mentioned below-
i. As per the policy of materiality defined by the board of directors of the
issuer and disclosed in the placement document;
ii. Litigation where the value or expected impact in terms of value, exceeds
the lower of the following:
a) Two percent of turnover, as per the last audited consolidated financial
statements of the issuer;
b) two percent of net worth, as per the last audited consolidated financial
statements of the issuer, except in case the arithmetic value of the net
worth is negative; or
c) five percent of the average of absolute value of profit or loss after tax, as
per the last three audited consolidated financial statements of the issuer.";
K. the existing clauses (15), (17), (18), (20), (21), (22), and (23) shall be renumbered as
clauses (12), (14), (15), (17), (18), (19), and (20) respectively.
L. after the clause (20) so renumbered, the following new clause shall be inserted -
"(21) The issuer may include additional details in the placement document wherever it
may deem fit.";
AMIT PRADHAN, Executive Director
[ADVT.-III/4/Exty./349/2025-26]
Footnotes:
1. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 was published in the Gazette of India on September 11, 2018, vide notification No. SEBI/LAD-
NRO/GN/2018/31.
2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 was subsequently amended on -
(a) December 31, 2018 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Amendment) Regulations, 2018, vide notification No. SEBI/LAD-
NRO/GN/2018/57.
(b) March 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Amendment) Regulations, 2019, vide notification No. SEBI/LAD-
NRO/GN/2019/05.
(c) April 5, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Second Amendment) Regulations, 2019, vide notification No. SEBI/LAD-
NRO/GN/2019/08.
(d) July 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Third Amendment) Regulations, 2019, vide notification No. SEBI/LAD-
NRO/GN/2019/29.
(e) September 23, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Fourth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-
NRO/GN/2019/35.
(f) December 06, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Fifth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-
NRO/GN/2019/42.
(g) December 26, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Sixth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-
NRO/GN/2019/47.
(h) January 01, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Seventh Amendment) Regulations, 2019, vide notification No. SEBI/LAD-
NRO/GN/2020/01.
(i) April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment)
Regulations, 2020 vide notification No. SEBI/LAD-NRO/GN/2020/10.
(j) May 08, 2020 by the Securities and Exchange Board of India (Payment of Fees) (Amendment)
Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/11.
(k) June 16, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD-
NRO/GN/2020/17.
(l) June 22, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Second Amendment) Regulations, 2020, vide notification No. SEBI/LAD-
NRO/GN/2020/18.
(m) July 1, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Third Amendment) Regulations, 2020, vide notification No. SEBI/LAD-
NRO/GN/2020/21.
(n) September 28, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Fourth Amendment) Regulations, 2020, vide notification No. SEBI/LAD-
NRO/GN/2020/31.
(o) January 8, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Amendment) Regulations, 2021, vide notification No. SEBI/LAD-
NRO/GN/2021/03.
(p) May 5, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Second Amendment) Regulations, 2021, vide notification No. SEBI/LAD-
NRO/GN/2021/18.
(q) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment)
Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/30.
(r) August 13, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Third Amendment) Regulations, 2021, vide notification No. SEBI/LAD-
NRO/GN/2021/45.
(s) October 26, 2021 by the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) (Fourth Amendment) Regulations, 2021, vide notification
No. SEBI/LAD-NRO/GN/2021/52.
(t) January 14, 2022 by the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) (Amendment) Regulations, 2022, vide notification
No. SEBI/LAD-NRO/GN/2022/63.
(u) April 27, 2022 by the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) (Second Amendment) Regulations, 2022 vide notification
No. SEBI/LAD-NRO/GN/2022/82.
(v) July 25, 2022 by the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) (Third Amendment) Regulations, 2022 vide notification
No. SEBI/LAD-NRO/GN/2022/90.
(w) November 21, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Fourth Amendment) Regulations, 2022 vide notification No. SEBI/LAD-
NRO/GN/2022/107.
(x) January 13, 2023 by the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-
NRO/GN/2023/114.
(y) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and
Mode of Payment) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-
NRO/GN/2023/121.
(z) May 23, 2023 by the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) (Second Amendment) Regulations, 2023 vide notification
No. SEBI/LAD-NRO/GN/2023/130.
(aa) December 21, 2023 by the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) (Third Amendment) Regulations, 2023 vide notification
No. SEBI/LAD-NRO/GN/2023/162.
(ab) May 17, 2024 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Amendment) Regulations, 2024 vide notification No. SEBI/LAD-
NRO/GN/2024/178.
(ac) March 8, 2025 by the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Amendment) Regulations, 2025 vide notification No. SEBI/LAD-
NRO/GN/2025/233.
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GORAKHA NATH YADAVA Digitally signed by GORAKHA NATH YADAVA
Date: 2025.09.09 16:23:17 +0530