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REGD. No. D. L.-33004/99
The Gazette of India
CG-MH-E-18052024-254232
EXTRAORDINARY
PART III—Section 4
PUBLISHED BY AUTHORITY
No. 355]
NEW DELHI, FRIDAY, MAY 17, 2024/VAISAKHA 27, 1946
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 17th May, 2024
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) (AMENDMENT) REGULATIONS, 2024
No. SEBI/LAD-NRO/GN/2024/178.—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) (Amendment) Regulations, 2024.
2. They shall come into force on 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 14, in sub-regulation (1), in the first proviso, after the words "Insurance Regulatory
and Development Authority of India" and before the words “may contribute", the words and
symbols “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)" shall be inserted;
II. in regulation 15,
ii. in sub-regulation (1),
1. in clause (b), after the words "Insurance Regulatory and Development Authority
of India" and before the words and symbol “, during the preceding", the words
and symbols "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)" shall be inserted;
2. in clause (b), in the proviso,
A. in clause (i), after the words "Insurance Regulatory and Development
Authority of India" and before the words and symbol ", as applicable",
the words and symbols "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)" shall be inserted;
B. after clause (iii), the following new clause (iv) shall be inserted, namely-
"(iv) to equity shares arising from the conversion or exchange of fully
paid-up compulsorily convertible securities, including depository
receipts, that have been held by the promoters and 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, for a period of
at least one year prior to the filing of the draft offer document and such
fully paid-up compulsorily convertible securities are converted or
exchanged into equity shares prior to the filing of the offer document
(i.e., red herring prospectus in case of a book built issue and prospectus
in case of a fixed price issue), provided that full disclosures of the terms
of conversion or exchange are made in such draft offer document;"
3. in clause (c), after the words “Insurance Regulatory and Development Authority
of India" and before the words "during the preceding one year", the words and
symbols "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)" shall be inserted;
III. in regulation 16, in sub-regulation (1), in clause a, after the words "Insurance Regulatory and
Development Authority of India" and before the words “referred to in proviso to", the words and
symbols "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)" shall be inserted;
IV. Regulation 38 shall be omitted;
V. In regulation 46, in sub-regulation (3), the words "three working days" shall be substituted by the
words "one working day" and after the word "similar", the word "unforeseen" shall be inserted;
VI. Regulation 80 shall be omitted;
VII. Regulation 135 shall be omitted;
VIII. in regulation 142, in sub-regulation (3), the words "three working days" shall be substituted by the
words "one working day" and after the word "similar", the word "unforeseen" shall be inserted;
IX. in Regulation 166, -
i. the existing regulation shall be renumbered as sub-regulation (1);
ii. after sub-regulation (1), the following new sub-regulation (2) shall be inserted, namely-
"(2) The effect on the price of the equity shares of the issuer due to material price
movement and confirmation of reported event or information may be excluded as per the
framework specified under sub-regulation (11) of regulation 30 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 for determination of the price for a preferential issue in accordance with regulations
164, 164A, 164B or 165 of these regulations.”
X. in regulation 176, after the existing sub-regulation (4) and before the Explanation, the following
new-sub-regulation (5) shall be inserted, namely,-
"(5) The effect on the price of the equity shares of the issuer due to material price movement and
confirmation of reported event or information may be excluded as per the framework specified
under sub-regulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for calculation of the issue price under
this regulation."
XI. Regulation 197 shall be omitted;
XII. Regulation 203, in sub-regulation (3), the words “three working days” shall be substituted by the
words "one working day” and after the word “similar”, the word “unforeseen” shall be inserted;
XIII. in regulation 236, in sub-regulation (1), in the first proviso, after the words “Insurance Regulatory
and Development Authority of India" and before the words "may contribute to meet the shortfall",
the words and symbols “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)" shall be inserted;
XIV. in regulation 237, sub-regulation (1), in clause (b),
i. after the words "Insurance Regulatory and Development Authority of India" and before the
words and symbol", during the preceding one year", the words "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)"
shall be inserted;
ii. in the proviso,
1. in clause (i), after the words "Insurance Regulatory and Development Authority of
India" and before the words and symbol ", as applicable", the words and symbols
“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)" shall be inserted;
2. after clause (iii), the following new clause (iv) shall be inserted, namely-
"(iv) to equity shares arising from the conversion or exchange of fully
paid-up compulsorily convertible securities, including depository
receipts, that have been held by the promoters and 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, for a period of
at least one year prior to the filing of the draft offer document and such
fully paid-up compulsorily convertible securities are converted or
exchanged into equity shares prior to the filing of the offer document
(i.e., red herring prospectus in case of a book built issue and prospectus
in case of a fixed price issue), provided that full disclosures of the terms
of conversion or exchange are made in such draft offer document;"
XV. in regulation 238, in clause (a), after the words "Insurance Regulatory and Development Authority
of India" and before the words and symbol “, as applicable", the words and symbols “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)” shall be
inserted;
XVI. Regulation 259 shall be omitted;
XVII. in regulation 266, in sub-regulation (3), the words "three working days" shall be substituted by the
words "one working day" and after the word "similar", the word "unforeseen" shall be inserted;
XVIII. in regulation 292,
i. in sub-regulation (4), in the proviso, after the words "Insurance Regulatory and
Development Authority of India" and before the words and symbol "may contribute to
meet", the words and symbols "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)" shall be inserted;
ii. in sub-regulation (5), in clause (a), after the words "Insurance Regulatory and Development
Authority of India" and before the words and symbol “, shall be locked", the words and
symbols "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)” shall be inserted;
XIX. in schedule XIII, paragraph (9), sub-paragraph (ii), the words "three working days" shall be
substituted by the words "one working day" and after the word "similar", the word "unforeseen"
shall be inserted;
XX. in schedule XVI, paragraph (1), sub-paragraph (f),
i. in item (i),
A. after the words "in estimated issue size" and before the words "by more than
twenty", the words and symbols "(in Rupee value)" shall be inserted;
B. the words "of the estimated issue size” appearing after the words and symbol "by
more than twenty per cent.", shall be omitted;
ii. in item (ii), after the words “the estimated issue size" and before the words and symbol ",
by more than fifty per cent.", the words and symbols "(in Rupee value), whichever is
disclosed in the draft offer document" shall be inserted;
XXI. in schedule XVI-A, paragraph (1), sub-paragraph (a),
i. in item (vi), after the words "the estimated issue size" and before the words and symbol "by
more than fifty", the words and symbols "(in Rupee value)" shall be inserted;
ii. in item (vii), after the words "the estimated issue size" and before the words and symbol ",
by more than fifty", the words and symbols (in Rupee value), whichever is disclosed in the
draft offer document" shall be inserted.
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./126/2024-25]
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.
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Digitally signed by
MANOJ KUMAR VERMA
Date: 2024.05.18
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