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 31 and Regulation 101(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/35[1] dated March 20, 2025, modifying the disclosure requirements for the holding of specified securities in dematerialized form (“Circular”). The Circular shall be effective from the quarter ending June 30, 2025.
The key highlights of the Circular are as enumerated below:
I. Modification to Shareholding Disclosure Formats
- SEBI had earlier prescribed formats for the disclosure of holding of specified securities and shareholding patterns under Annexure-2 of Section II-A of Chapter II of the Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.
- Based on requests from depositories, stock exchanges, and market participants, SEBI shall partially modify the disclosure format to enhance clarity and transparency in shareholding pattern disclosures.
II. Amendments to Table I-IV of the Shareholding Pattern
- Enhanced Disclosure on Encumbrances: Listed entities shall now disclose details of Non-Disposal Undertakings (“NDUs”), other encumbrances, and the total number of shares pledged or otherwise encumbered, including NDUs.
- Clarification on Convertible Securities: The definition of underlying outstanding convertible securities shall now explicitly include Employee Stock Option Plans (“ESOPs”). The header of Column X in the format shall be updated accordingly.
- New Column for Fully Diluted Shares: An additional column shall be introduced to capture the total number of shares on a fully diluted basis, including warrants, ESOPs, and convertible securities.
III. Amendment to Table II of the Shareholding Pattern
A footnote shall be added to Table II to provide details of promoters and promoter groups with NIL shareholding.
Further, the revised formats of the aforementioned are placed in Annexure-I of the Circular.
[1]https://www.sebi.gov.in/legal/circulars/mar-2025/disclosure-of-holding-of-specified-securities-in-dematerialized-form_92797.html