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

5968 GI/2025 (1) REGD. No. D. L.-33004/99 xxxGIDHxxx xxxGIDExxx EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY Securities and Exchange Board of India Mumbai, September 8, 2025 [SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025] F.No. SEBI/LAD-NRO/NAI/2025/264—In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India hereby makes the following regulations, namely, 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. These regulations shall come into force on the date of their publication in the Official Gazette: Provided that regulations 3(II) and 3(VI) of these amendments shall come into force thirty days 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 (dd), after sub-clause (xiii), the following sub-clause shall be inserted, namely: "(xiv) 'Qualified Institutional Buyer' shall mean, in relation to investments under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, only those investments made in registered Alternative Investment Funds by the Board under those Regulations, in accordance with the definition provided in clause (kk) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012."

II. In regulation 7, in sub-regulation (1), at the end of clause (g), the following clause shall be added, namely: "(g) all its listed securities, which are - (i) held by promoters, (ii) promoter group, (iii) selling shareholders, (iv) foreign investors, (v) key managerial personnel, (vi) senior management, (vii) qualified institutional buyers, (viii) employees, (ix) shareholders holding SR equity shares, (x) entities falling under the regulatory purview of financial sector regulators, (xi) shareholders of such other classes as may be specified by the Board from time to time, shall be in demat form before filing the draft offer document; Explanation – For the purposes of this clause,- (i) the term 'employee' shall mean any person who is an employee of the issuer (company) and is operating in India, and also includes employees of its holding company, subsidiary company, or associate company; (ii) 'financial sector regulator' shall mean any authority or body constituted under any applicable law to regulate financial sector services or transactions, including - the Reserve Bank of India, the Securities and Exchange Board of India (SEBI), the Insurance Regulatory and Development Authority, the Pension Fund Regulatory and Development Authority, the International Financial Services Centres Authority (IFSCA), 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, at the place of the existing clause (b), the following clause shall be added, namely: "(b) if an 'offer for sale' of equity shares or fully paid-up compulsorily convertible securities arising from the conversion of such securities is being made, where such equity shares or fully paid-up compulsorily convertible securities were acquired in consideration of the business and capital involved in any amalgamation, scheme of arrangement, or merger approved by a High Court or under sections 230 to 234 of the Companies Act, 2013, or by the Central Government, and such business and capital were involved more than one year prior to the date of approval of such scheme;"

IV. In regulation 15, in sub-regulation (1), in sub-clause (ii) of the proviso to clause (b), the words and figures "by promoters" shall be replaced by the words and figures "by promoters, or by Alternate Investment Funds (AIFs), or by foreign venture capital investors, or by scheduled commercial banks, or by public financial institutions, or by insurance companies registered with the Insurance Regulatory and Development Authority, or by any specific shareholder (shareholders falling under the category of public shareholders) [who is a single (individual) shareholder and holds at least five percent of the post-issue capital], or by any entity [whether it is a single (individual) entity or it is a promoter or part of the promoter group] in such business".

V. In regulation 105, in the third proviso, at the place of the existing clause (b), the following clause shall be added, namely: "(b) if an 'offer for sale' of equity shares or fully paid-up compulsorily convertible securities arising from the conversion of such securities is being made, where such equity shares or fully paid-up compulsorily convertible securities were acquired in consideration of the business and capital involved in any amalgamation, scheme of arrangement, or merger approved by a High Court or under sections 230 to 234 of the Companies Act, 2013, or by the Central Government, and such business and capital were involved more than one year prior to the date of approval of such scheme;"

VI. In regulation 230, in sub-regulation (1), at the end of clause (d), the following clause shall be added, namely: "(d) all its listed securities, which are - (i) held by promoters, (ii) promoter group, (iii) selling shareholders, (iv) foreign investors, (v) key managerial personnel, (vi) senior management, (vii) qualified institutional buyers, (viii) employees, (ix) shareholders holding SR equity shares, (x) entities falling under the regulatory purview of financial sector regulators, (xi) shareholders of such other classes as may be specified by the Board from time to time, shall be in demat form before filing the draft offer document; Explanation – For the purposes of this clause,- (i) the term 'employee' shall mean any person who is an employee of the issuer (company) and is operating in India, and also includes employees of its holding company, subsidiary company, or associate company; (ii) 'financial sector regulator' shall mean any authority or body constituted under any applicable law to regulate financial sector services or transactions, including - the Reserve Bank of India, the Securities and Exchange Board of India (SEBI), the Insurance Regulatory and Development Authority, the Pension Fund Regulatory and Development Authority, the International Financial Services Centres Authority (IFSCA), 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), the words and figures "by promoters" shall be replaced by the words and figures "by promoters, or by Alternate Investment Funds (AIFs), or by foreign venture capital investors, or by scheduled commercial banks, or by public financial institutions, or by insurance companies registered with the Insurance Regulatory and Development Authority, or by any specific shareholder (shareholders falling under the category of public shareholders) [who is a single (individual) shareholder and holds at least five percent of the post-issue capital], or by any entity [whether it is a single (individual) entity or it is a promoter or part of the promoter group] in such business".

VIII. In regulation 292C, A. In clause (e),

1. in sub-clause (ii), the words and figures "registered under the relevant Act" shall be replaced by the words and figures "registered under the relevant authorities";
2. the existing sub-clause (iii) shall now become sub-clause (iv);
3. after the existing sub-clause (ii), the following new sub-clause shall be inserted, namely: "(iii) Trusts registered with the relevant Deputy Registrar of Trusts under the Indian Trusts Act, 1908 (16 of 1908), which have not carried out any activity in relation to public trusts;"
4. the existing sub-clause (iv) shall now become sub-clause (vi);
5. after the newly inserted 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 newly inserted sub-clause (vi), a) the word "any" shall be replaced by the word "registered"; b) after the word "company" and before the figure ";", the words and figure ", including companies registered under section 25 of the Companies Act, 1956" shall be added;
7. the existing sub-clause (v) shall now become sub-clause (vii); B. At the place of the existing clause (f), the following clause shall be added, namely: "(f) 'Organization conducting social impact assessment' means any entity which - (i) has engaged such social impact assessors who have a record of at least three years in assessing the social benefit delivered; or (ii) has engaged at least two such full-time social impact assessors, each having at least three years of experience in assessing social benefit delivered, and who will sign the 'Social Impact Assessment Report';"

IX. In regulation 292D, in sub-regulation (2), A. In clause (a),-

1. the word "activity" shall be replaced by the word and figure "activity (business activity)";
2. the existing sub-clause (xvii) shall now become sub-clause (xviii);
3. after the existing sub-clause (xvi), the following new sub-clause shall be inserted, namely: "(xvii) That activity which is mentioned in List-VII of the Companies Act, 2013;" B. At the place of the existing clause (b), the following clause shall be added, namely: "(b) Social enterprises shall operate in sectors where development has been quite low in the priority sectors identified by the Central Government or State Governments, or shall operate for people or areas affected by social exclusion and limited access to essential services, or shall operate in areas as may be specified by the Board from time to time;" C. In clause (c), the words "established for profit" shall be added before the words "social enterprise".

X. In regulation 292E, in sub-regulation (1), A. In the first proviso,

1. the words and figures "provided that the 'established for profit organization' has the option that" shall be replaced by the words and figures "provided that the 'established for profit organization' gets registered with the Social Stock Exchange,";
2. the words "such Social Stock Exchange may be registered but the money shall not be kept there" shall be replaced by the words and figures "from the date of registration, for a maximum period of two years or until the period specified by the Board, the money (funds) may be kept anywhere"; B. After the existing first proviso, the following new proviso shall be inserted, namely: "Provided further that upon the expiry of two years from the date of registration or upon the expiry of the period specified by the Board, at least one listed project of the 'established for profit organization' for which money (funds) was invested through the Social Stock Exchange shall exist, and if such does not exist, it shall remain unregistered."

XI. In List-VII, A. At the place of the existing clause (2), the following clause shall be added, namely: "(2) Definitions and Abbreviations: a) Words generally used or common words b) Words related to the Issue (Offer) c) Words related to the Issuer (Company) and Industry d) Abbreviations" B. At the place of the existing clause (5), the following clause shall be added, namely: "(5) Risks that may arise: Risks: a) Risks related to the Issue and risks for the purpose of the Issue; b) Risks related to the Issuer and risks related to its business; In each of the above cases (wherever applicable), information about such risks that have emerged shall be provided first, and reference shall be made to the financial impact or any other impact (if any) on the Issuer and its business, and it shall also be stated what steps have been taken to mitigate or eliminate such risk." C. In clause (7), in the middle, the words and figures "use of proceeds" shall be replaced by the words and figures "purpose of the Issue and use of the money (proceeds/profits) from the Issue"; D. At the place of the existing clause (8), the following clause shall be added, namely: "(8) Capitalization Statement: i. A capitalization statement shall also be prepared, stating how much amount has been borrowed, how much is equity, and also stating the proportion of borrowed/equity taken before the Issue and after the Issue. This shall be prepared based on the consolidated financial statements of the most recent financial year or, where applicable, upon the expiry of the stub period. If there has been any change in share capital after the date till which financial information was given in the placement document based on registration, a note shall be made stating what the change was. ii. Capital Structure a) Authorized, Issued, and Subscribed Capital, calculated after including convertible securities as equity [this shall state the number of securities, provide their details, and state the face value. b) Paid-up Capital i. Before Issue ii. After Issue iii. After conversion of convertible instruments (if applicable) iv. Share Premium Account [before and after the Offer is made]" E. The existing clause (10) shall be deleted; F. The existing clause (11) shall now become clause (10), and at its place, the following clause shall be added, namely: "(10) Financial Information of the Issuer: A summary financial position of the company based on the three audited balance sheets immediately preceding the QIP Offer, along with the following information: i. Revenue from operations ii. Profit / Loss before and extraordinary items after tax iii. Profit / Loss after tax and extraordinary items iv. Equity Share Capital v. Reserves and Surplus vi. Networth vii. Basic Earnings Per Share (EPS) viii. Diluted Earnings Per Share (EPS) ix. Dividend per Share (DPS) x. Net Asset Value per Share xi. Cash Flow Statement" G. The existing clause (12) shall be deleted; H. The existing clauses (13) and (14) shall now become clause (11), and at its place, the following clause shall be added, namely: "(11) Business and Industry Information: A brief information shall be given about what the main business of the Issuer (Company) is and which industry it belongs to." I. The existing clause (16) shall now become clause (13), and at its place, the following clause shall be added, namely: "(13) Board of Directors and Senior Management: Names, date of birth, income, Director Identification Number (DIN), address, business, and date of completion of current term of Managers, Managing Directors, and other Directors [including nominee Directors, Whole-time Directors, etc.]." J. The existing clause (19) shall now become clause (16), and at its place, the following clause shall be added, namely: "(16) Ongoing Proceedings and Legal Matters:

1. Information about ongoing proceedings and legal matters shall be given in summary in a table, and it shall also be mentioned whether any liability (wherever it can be calculated) may arise if decisions in such pending matters are in favor, which may have a significant impact on the operations or financial position of the Issuer.
2. The matters that are pending: i. Those in which the Issuer is alleged to have committed an offense. ii. Those in which the Issuer has committed major violations of regulatory authorities, etc. iii. Those related to financial offenses for which proceedings have been initiated against the Issuer. For the purpose of determining materiality, the threshold shall remain the lowest of the following: i. Materiality determined by the Board of Directors of the Issuer and disclosed (done) in the placement document; ii. The value of the matter or the impact of the matter: a) Two percent of turnover based on the Issuer's last audited consolidated financial statements; b) Two percent of networth based on the Issuer's last audited consolidated financial statements [however, if the networth is negative, this authority shall not apply]; or c) Five percent of the average absolute value of profit after tax over the last three audited consolidated financial statements; whichever is the lowest among these, shall be the threshold." K. The existing clauses (15), (17), (18), (20), (21), (22), and (23) shall now respectively become clauses (12), (14), (15), (17), (18), (19), and (20). L. After the newly inserted clause (20), the following new clause shall be added - "(21) The Issuer, wherever it deems necessary, may provide further details in the placement document."

Chairman, Executive Director [Note-III/4/Ex./349/2025-26] Footnote:

1. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2018/31, published in the Gazette of India on September 11, 2018.
2. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 subsequently - (a) On December 31, 2018, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2018/57, (b) On March 29, 2019, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2019/05, (c) On April 5, 2019, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2019/08, (d) On May 29, 2019, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019, Notification No. SEBI/LAD-EARO/NAI/2019/29, (e) On September 23, 2019, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2019/35, (f) On December 6, 2019, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2019/42, (g) On December 26, 2019, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2019/47, (h) On January 1, 2020, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2020/01, (i) On April 17, 2020, by Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, Notification No. SEBI/LAD-EARO/NAI/2020/10, (j) On May 8, 2020, by Securities and Exchange Board of India (Fee Sharing) (Amendment) Regulations, 2020, Notification No. SEBI/LAD-EARO/NAI/2020/011, (k) On June 16, 2020, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2020, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2020/17, (l) On June 22, 2020, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2020, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2020/18, (m) On May 1, 2020, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2020, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2020/21, (n) On September 28, 2020, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020, Notification No. SEBI/LAD-EARO/NAI/2020/31, (o) On January 8, 2021, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2021/03, (p) On May 5, 2021, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021, Notification No. SEBI/LAD-EARO/NAI/2021/18, (q) On August 3, 2021, by Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, Notification No. SEBI/LAD-EARO/NAI/2021/30, (r) On August 13, 2021, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, Notification No. SEBI/L.A.D-E.A.R.O./N.A.I.2021/45, (s) On November 26, 2021, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2021, Notification No. SEBI/L.A.D-E.A.R.O./N.A.I./2021/52, (t) On January 14, 2022, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2022/63, (u) On April 27, 2022, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022, Notification No. SEBI/LAD-EARO/NAI/2022/82, (v) On May 25, 2022, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022, Notification No. SEBI/LAD-EARO/NAI/2022/90, (w) On November 21, 2022, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-E.A.R.O./N.A.I./2022/107, (x) On January 13, 2023, by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Issue of Capital and Disclosure Requirements)...