SEBI (ICDR) (Amendment) Regulations, 2025.

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

F. No. SEBI/LAD-NRO/GN/2025/233.— 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, 2025.
   
2. They shall come into force on the date of their publication in the Official Gazette:
   Provided that the provisions of these regulations with respect to the Rights Issue by a listed issuer shall come into force on the 31st day from the date of their publication in the Official Gazette and shall be applicable to Rights Issues that are approved by the Board of Directors of the issuer after coming into force of these regulations:
   Provided further that the Rights Issues that were approved by the Board of Directors of the issuer before coming into force of these regulations shall be continued to be governed by the pre-amended provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
   Provided further that the amendments in regulation 3 [LX, LXI, LXII, LXV, LXVIII, LXIX, LXX, LXXII, LXXIII, LXXIV, LXXVI, LXXVII, XC(iii)(A), XCIV and XCV] shall be applicable to the draft offer documents filed after the date of coming into force of these regulations.
   
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),
   
   i. clause (e) shall be substituted with the following clause, namely,-
   “(e) “associate” shall mean a person or any entity which is an associate under sub-section (6) of section 2 of the Companies Act, 2013 or under the applicable accounting standards;”
   
   ii. in clause (m), the word “Board” shall be substituted with the words and symbols “stock exchange(s)”.
   
   iii. after clause (o), the following clause shall be inserted, namely,-
   “(oa) “financial year” shall have the same meaning as assigned to it under sub-section (41) of section 2 of the Companies Act, 2013;”
   
   II. In regulation 3,
   i. in clause (b), after the words and symbol “by a listed issuer;” the words and symbol “where the aggregate value of the issue is fifty crore rupees or more;” shall be omitted;
   ii. the first proviso shall be omitted.

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