Amendments to SEBI Issue of Capital and Disclosure Requirements Regulations

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Jul 23, 2024

Amendments to SEBI Issue of Capital and Disclosure Requirements Regulations

SEBI notified amendments to the SEBI ICDR Regulations on May 17, 2024. The key amendments introduced by SEBI are as follows:

i. Regulations 14, 15, 16 and 292 of the SEBI ICDR Regulations have been amended to permit non-individual public shareholders holding at least five percent of post-issue capital or any entity (individual or non-individual) forming part of the promoter group (other than promoters) to contribute to the minimum promoters’ contribution which will be locked-in as per SEBI ICDR Regulations;

ii. Regulation 15 of the SEBI ICDR Regulations has been amended to permit inclusion of equity shares resulting from the conversion or exchange of fully paid-up compulsorily convertible securities and depository receipts, in the minimum promoters’ contribution;

iii. Regulations 46, 142, 203 and Schedule XIII of the SEBI ICDR Regulations have been amended to reduce the extension timeline for the bidding period, due to force majeure or unforeseen circumstances, from three working days to one working day;

iv. Regulations 166 and 176 of the SEBI ICDR Regulations have been amended to exclude the impact on the price of equity shares of issuers, due to material price movement and confirmation of reported event or information, as per the framework specified under Regulation 30(11) of the SEBI LODR Regulations, for determination of price of preferential issues and qualified institutions placements;

v. Regulations 38, 80, 135, and 197 of the SEBI ICDR Regulations, which previously required issuers to deposit an amount calculated at the rate of one percent of the issue size available for subscription to the public with the designated stock exchange, have now been omitted; and

vi. Schedules XVI and XVI-A of the SEBI ICDR Regulations have been amended such that the ‘estimated size of the issue’ for a fresh issue will now be based on the rupee value of the size of the issue, and for the offer for sale will be based on either the estimated issue size in rupee value or the number of shares.

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