SEBI Notifies Second Amendment to ICDR Regulations, 2018 with necessary Amendments [Read Notification]
Further, changes have been introduced in regulations dealing with the offer for sale of shares acquired under schemes approved by courts or government authorities, bringing uniformity with the Companies Act, 2013 provisions.
SEBI - ICDR - Taxscan
SEBI - ICDR - Taxscan
The Securities and Exchange Board of India ( SEBI ) has notified the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025, further modifying the SEBI (ICDR) Regulations, 2018 dated 8th September 2025.
The highlights of the amendment include the recognition of accredited investors under the SEBI (Alternative Investment Funds) Regulations, 2012, for investment in Angel Funds. Provisions relating to dematerialisation have been tightened, mandating that securities held by promoters, promoter groups, directors, key managerial personnel, senior management, qualified institutional buyers, employees, SR equity shareholders, financial sector regulators, and other categories as may be specified by SEBI, must be in demat form prior to filing a draft offer document. The definition of “employee” and “financial sector regulator” has also been clarified to ensure regulatory precision.
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Further, changes have been introduced in regulations dealing with the offer for sale of shares acquired under schemes approved by courts or government authorities, bringing uniformity with the Companies Act, 2013 provisions.
The amendment also broadens the eligibility of entities such as AlternativeInvestment Funds, foreign venture capital investors, banks, insurance companies, and certain non-individual public shareholders to contribute toward minimum promoters’ contribution.
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On the social sector front, amendments to provisions governing Social Stock Exchanges (SSEs) have been made. These include insertion of new clauses related to social enterprises, recognition of charitable societies and trusts under the Registration Act, 1908, and refined criteria for Social Impact Assessment Organisations, requiring qualified and experienced assessors. The regulations also mandate that Not-for-Profit Organisations must list at least one project within two years of registration on the SSE to continue their registration.
Additionally, important revisions have been made to Schedule VII, which now mandates more comprehensive risk disclosures, clearer presentation of capitalization statements, and updated terminology for issue-related and industry-specific terms. The clauses on “Use of Proceeds” have been reframed as “Objects of Issue and Use of Issue Proceeds,”.
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