The Securities and Exchange Board of India (“SEBI”), in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Regulation 101 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) vide Circular No. SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/83,[1] dated June 05, 2025, issued extended relaxations from physical dispatch of financial statements and related documents to certain security holders
Background
SEBI had earlier granted temporary relaxation from compliance with Regulation 58(1)(b) of the LODR Regulations through its circular dated October 06, 2023. This relief aligned with the Ministry of Corporate Affairs (MCA) General Circular No. 09/2023 dated September 25, 2023, which exempted companies from sending hard copies of key documents to security holders without registered email addresses for AGMs held until September 30, 2024. Subsequently, MCA, through General Circular No. 09/2024 dated September 19, 2024, extended this relaxation for Annual General Meetings conducted up to September 30, 2025.
Current SEBI Relaxations
In line with the MCA’s extended relaxation and in response to stakeholder representations, SEBI has decided to provide the following relief:
1. Non-Applicability of Penal Action: Entities that have listed non-convertible securities and complied with MCA Circular No. 09/2024 shall not face penal action for failure to send hard copies of the statement containing salient features of financial and other documents (as required under Section 136 of the Companies Act, 2013) to holders of such securities who have not registered their email addresses.
This exemption applies for the period from October 01, 2024 to June 05, 2025.
2. Conditional Relaxation: For the period from June 06, 2025 to September 30, 2025, entities with listed non-convertible securities are granted a similar relaxation from complying with Regulation 58(1)(b) of the LODR Regulations. However, this is subject to the condition that the advertisement published in accordance with Regulation 52(8) of the LODR Regulations must include a web link to the statement containing the key features of all relevant documents, as required under Section 136 of the Companies Act, 2013 and the applicable rules. This is to ensure that holders of non-convertible securities can access the statement digitally.
[1]https://www.sebi.gov.in/legal/circulars/jun-2025/limited-relaxation-from-compliance-with-certain-provisions-of-the-sebi-listing-obligations-and-disclosure-requirements-regulations-2015_94423.html