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Introduction
SEBI, on March 3, 2025, notified the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, which amended the 2018 regulations and became effective on March 4, 2025. This analysis provides a comparative overview of the key amendments, highlighting the changes from the previous regulatory framework and their potential implications for issuers, promoters, and other stakeholders.
Key changes:
| Regulation | Pre – Amendment | Post – Amendment |
| Regulation 8-A | Ambiguity in calculation of the limits specified in Regulation 8-A. This regulation sets additional conditions for OFS in IPO’ s requirements. | The limits mentioned in Regulation 8-A are to be calculated based on the shareholding as of the date of filing the draft offer document. |
| Regulation 43 | It was mandatory for the issuer to make a pre-issue advertisement inone English national daily newspaper Hindi national daily newspaper Regional language newspaper This will be issued at the registered office of the issuer. | In addition to public announcement, issuers ought to publish pre- issue and price band advertisements. |
| Regulation 54 | The issuer was supposed to ensure that all transactions in securities by the promoter between the date of filing of the draft offer and the date of closure of the issue was reported to the stock exchange within 24 hours. | In case any proposed pre-IPO placement is disclosed in the draft offer document, they will have to report back to the stock exchange within 24 hours of such pre-IPO transactions. |
| Regulation 60 | An issuer offering specified securities of aggregate value of Rs. 50 crores rupees or more, compliance is required at draft filing with the stock exchange, and at final filing with both the stock exchange and SEBI. | Issuers will have to satisfy the conditions of this Chapter at the time of filing the draft letter of offer with the stock exchange, and at the time of filing the letter of offer with the Board and the stock exchange. |
| Regulation 71 | Filing of the draft letter of offer and letter of offer has been revised in the amendment. | Issuer will have to submit a draft letter of offer. Promoter-PAN,bank account number and passport number of its promoters, A due diligence certificate from the debenture trustee is required. Issuers will have to file a letter of offer with the Board for information along with fees. |
| Regulation 77-B | Prior to the amendment of Regulation 77-B, there was no specific, codified definition or process for “specific investors” in rights issues. | A specific investor would mean any investor who is eligible to participate in the rights issue of the issuer.Whose name has been disclosed by the issuer.Specific investors must apply by 11 AM on the first issue day, and the issuer must report their application status to the stock exchange by 11:30 AM that same day.Withdrawal of applications will not be permitted. |
| Regulation 85 | Rights issue had to be opened within 12 months from the date SEBI has issued its observations on the draft offer document. | The time for a right issue to be opened from 12 months from the date of issuance of the observations by the Board to a time period which can be specified by the Board from time to time has been revised. |
| Regulation 95 | Issuers report transactions by promoters, between the draft offer document and report the issue closure to the stock exchange within 24 hours. | The draft letter of offer will be reported to the stock exchange, within 24 hours of such pre-issue transactions. |
| Regulation 281-A | There was no explicit, codified provision within the SEBI ICDR mandating a post-listing exit opportunity in the event of change in any object or alteration. | “Post-listing exit opportunity for dissenting shareholders” has been inserted which says that promoters or shareholders in control of an issuer will have to provide an exit offer to dissenting shareholders. |
Conclusion
The ICDR regulations 2025 impose additional compliance obligations on issuers and promoters. Stakeholders must carefully review the amended provisions and ensure adherence to the new requirements to avoid regulatory scrutiny and potential penalties.
