The Securities and Exchange Board of India (SEBI) has amended the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, through the SEBI (ICDR) Amendment Regulations, 2025.
Key highlights of the Amendment are specified below:
- Issuers shall appoint Intermediaries which are registered with the Board after assessing the capability of intermediaries to carry out their obligations.
- In addition to the reporting of transactions in securities by the promoters and promoter group between the date of filing of the draft offer document or offer document and the date of closure of the issue, Issuer shall also ensure that any proposed pre-IPO placement disclosed in the draft offer document shall be reported to the stock exchange(s), within 24 hours of such pre-IPO transactions (in part or in entirety).
- ICDR Regulations will now extend to all rights issues by listed issuers and not just with an issue value of Rs. 50 crore or more; effective from 08.04.2025.
- Outstanding stock appreciation rights granted to employees shall be permitted even after the issuance of observations by the Board on the pre-filed draft offer documents.
- Issuer offering specified securities through a rights issue shall satisfy the conditions at the time of filing the draft letter of offer with the stock exchange(s), and at the time of filing the letter of offer with the Board and the stock exchange(s).
- Entities whose trading is suspended as a disciplinary measure shall not be eligible to make Rights Issue of specified securities.
- Issuers shall file the draft letter of offer with the stock exchange(s) and a due diligence certificate from the debenture trustee as per Form B of Schedule V in case of issue of convertible debt instruments.
- Introduction of the concept of allotment to specific Investors which would mean any investor who is eligible to participate in rights issue of the issuer and whose name has been disclosed under Issue-related advertisements.
- In addition to the reporting of transactions in securities by the promoters and promoter group between the date of filing of the draft letter of offer or letter of offer and the date of closure of the issue, Issuer shall also ensure that any proposed pre-issue placement disclosed in the letter of offer shall be reported to the stock exchange(s), within 24 hours of such pre-issue transactions (in part or in entirety).
- Eligibility and Issue conditions as specified under Regulation 99 and Regulation 100 stands omitted.
- Issuers to appoint Company Secretary as Compliance Officer.
- Issuers to make public announcement within two working days (instead of two days) of filing the draft offer document with the Board, make a public announcement in one English and Hindi National daily newspaper with wide circulation, and one regional language newspaper with wide circulation at the place where the registered office of the issuer is situated.
- The issuer shall announce the floor price or the price band at least two working days (instead of two days) before the opening of the bid in the pre-issue and price band advertisement in the format as specified.
- Issuer to make a pre-issue and price band advertisement in the same newspapers in which the public announcement was published.
- Revision in the general conditions, wherein issuer making public offer shall ensure that if there is a requirement of firm arrangement and the project is partially funded by the bank(s) / financial institution(s), the details regarding sanction letter(s) from the bank(s)/ financial institution(s) shall be disclosed in the draft offer document and offer document. Additionally the issuer shall also disclose the following:
- the size of offer for sale by selling shareholders shall not exceed twenty per cent of the total issue size.
- the shares being offered for sale by selling shareholders shall not exceed fifty per cent of such selling shareholders’ pre-issue shareholding on a fully diluted basis.
- its objects of the issue should not consist of repayment of loan taken from promoter, promoter group or any related party, from the issue proceeds, directly or indirectly.
- The amount for general corporate purposes, as mentioned in the draft offer document and the offer document shall not exceed 15% of the amount being raised by the issue instead of 25%.
- Provision related to lock-in of specified securities held by the promoters shall be done in the following manner:
- 50% of the promoters holding in excess of minimum promoters contribution shall be locked in for a period of two years from the date of allotment in the initial public offer and
- remaining 50% of promoters holding in excess of minimum promoters’ contribution shall be locked in for a period of one year from the date of allotment in the initial public offer.
- Issuer shall make arrangements for the use of proceeds of the issue to be monitored by a credit rating agency if the issue size, excluding the size of offer for sale by selling shareholders exceeds Rs. 50 crores instead of Rs. 100 crores.
- Issuer shall submit a certificate of the statutory auditor for utilization of money raised through the public issue (excluding offer for sale by selling shareholders) to SME exchange(s) while filing the quarterly financial results, till the issue proceeds are fully utilized an issue where the issuer is not required to appoint a monitoring agency.
- Issuer shall submit a certificate of the statutory auditor to SME exchange(s) while filing the quarterly financial results, for use of funds as working capital in the same format as disclosed in the offer document, till the proceeds raised for the said object are fully utilized for such issue wherein working capital is one of the objects of the issue and the amount raised for the said object exceeds five crore rupees.
- The minimum application size shall be two lots instead of one lakh rupees per application and the minimum application size shall be above Rs.2 lakhs.
- The issuer shall not make an allotment pursuant to a public issue if the number of allottees in an initial public offer is less than two hundred instead of fifty.
- The promoters or shareholders in control of an issuer shall provide an exit offer to dissenting shareholders in case of change in objects or variation in the terms of contract related to objects referred to in the offer document.
- Apart from the above changes, various amendments have been incorporated in Schedules and Forms under the Regulations.
For ease of reference, please refer to the Notification hyperlinked below.
Source: SEBI
