2025-02-28

SEBI Circular on Industry Standards for Key Performance Indicators Disclosures in Offer Documents

The Securities and Exchange Board of India (SEBI) issued a circular mandating that issuers and merchant bankers adhere to industry standards formulated by the Industry Standards Forum for disclosing Key Performance Indicators in offer documents. These standards, developed in consultation with SEBI by ASSOCHAM, CII, and FICCI, aim to ensure a uniform approach to KPI identification and disclosure under the ICDR Regulations. The requirements apply to all draft and final offer documents filed with SEBI or Stock Exchanges on or after April 1, 2025.

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Page 1 of 2 CIRCULAR SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/28 February 28, 2025 To, All listed entities / proposed to be listed entities All the recognized Stock Exchanges All the registered Merchant Bankers The Associated Chambers of Commerce and Industry of India (ASSOCHAM) Federation of Indian Chambers of Commerce and Industry (FICCI) Confederation of Indian Industry (CII) Dear Sir/Madam, Sub: Industry Standards on Key Performance Indicators (“KPIs”) Disclosures in the draft Offer Document and Offer Document

  1. In order to facilitate uniform approach in identification and disclosure practices of Key Performance Indicators (“KPIs”), the Industry Standards Forum (“ISF”) comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI, under the aegis of the Stock Exchanges, has formulated industry standards, in consultation with SEBI, for effective implementation of the requirement to disclose KPIs in the draft offer document and offer document as per the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”). The industry associations which are part of ISF (ASSOCHAM, FICCI, and CII) and the stock exchanges shall publish the industry standards on their websites.
  2. The Issuer Companies and Merchant Bankers shall follow the aforesaid industry standards to ensure compliance with the requirement to disclose KPIs in the draft offer document and offer document as per the provisions of ICDR Regulations.
  3. This circular shall be applicable for all draft offer documents / offer documents filed with SEBI / Stock Exchanges on or after April 1, 2025. 4. The Stock Exchanges are advised to bring the contents of this circular to the notice of all stakeholders and ensure its compliance.
  4. This circular is issued in exercise of the powers conferred under Section 11(1) and 11A of the Securities and Exchange Board of India Act, 1992 read with regulation 299 of ICDR Regulations.

Page 2 of 2 6. This circular is available on SEBI website at www.sebi.gov.in under the category: ‘Legal → Circulars’. Yours faithfully, Raj Kumar Das Deputy General Manager Corporation Finance Department Tel. No.: +91 22 2644 9253 Email id: rajkd@sebi.gov.in