SEBI Tightens Rules! Fresh Amendments to ICDR Regulations, 2018 Effective Sept 8
The Securities and Exchange Board of India (SEBI) has issued an official notification [F.No. SEBI/LAD-NRO/GN/2025/264], dated September 08, 2025, informing that the Board has made a few significant amendments to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. This is the second time amendments have been made to regulations. SEBI has taken this move in exercise of its powers granted under Section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992).
The following are the key amendments introduced in the existing Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018:
- These amended regulations will now be known as the “Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025.”
- The revised regulations are scheduled to take effect from the date of their publication in the Official Gazette, i.e., September 08, 2025. That means, presently, the updated regulations are already in effect. However, sub-regulations II and VI of regulation 3 of these updated regulations are scheduled to take effect on the 30th day from the date of their publication in the Official Gazette, i.e., October 08, 2025.
- In regulation 2, in sub-regulation (1), in clause (ss), after sub-clause (xiii) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the following sub-clause will be substituted:
“(xiv) 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.”
- In regulation 7, in sub-regulation (1), clause (c) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the following clause will be substituted:
“(c) all its specified securities held by –
(i) the promoters,
(ii) the promoter group,
(iii) the selling shareholder(s),
(iv) the directors,
(v) the key managerial personnel,
(vi) the senior management,
(vii) qualified institutional buyer(s),
(viii) employees,
(ix) shareholders holding SR equity shares,
(x) entities regulated by Financial Sector Regulators,
(xi) any other categories of shareholders, as may be specified by the Board from time to time, are in the dematerialised form prior to the filing of the draft offer document;
Explanation – For the purposes of this clause, –
(i) the term “employee” shall mean a person designated as an employee by the issuer who is exclusively working in India and employees of its holding, subsidiary or associate company.
(ii) “financial sector regulator” shall mean an authority or body constituted under any law for the time being in force to regulate services or transactions of the 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.”
- In regulation 8, in the third proviso, the existing clause b) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the following clause will be substituted:
“b) 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;”
