The Securities and Exchange Board of India (“SEBI”) has issued the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 to amend the SEBI Issue of Capital and Disclosure Requirements) Regulations, 2018. This amendment is effective since 08.09.2025 

Key highlights of the Amendment:

1. The requirement of holding equity shares for a period of one year in case of an offer for share will not apply 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.
2. All specified securities must be in dematerialised form prior to the filing of the draft offer document if they are held by
   • the promoters,
   • the promoter group,
   • the selling shareholder(s),
   • the directors,
   • the key managerial personnel,
   • the senior management,
   • qualified institutional buyer(s),
   • employees,
   • shareholders holding SR equity shares,
   • entities regulated by Financial Sector Regulators,
   • any other categories of shareholders as maybe specified by the Board from time to time.
3. Financial sector regulator must 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.
4. The risk factor under disclosures in a placement document (Schedule VII) must be in relation of the following:
   1. Issue and object of the issue.
   2. Risks material to the issuer and its business.
5. 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.”, is to be considered as Qualified Institutional Buyer.

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Source: Securities and Exchange Board of India

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