Securities and Exchange Board of India (SEBI) has introduced industry standards for Key Performance Indicators (KPIs) disclosures in draft offer documents and offer documents. Developed by the Industry Standards Forum (ISF) under the guidance of stock exchanges, these standards involve representatives from industry associations such as ASSOCHAM, CII, and FICCI. The new framework aims to bring uniformity in the identification and disclosure of KPIs, ensuring compliance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations).
The guidelines apply to all draft offer documents and offer documents filed with SEBI or stock exchanges on or after April 1, 2025. Issuer companies and registered merchant bankers are required to adhere to these industry standards while making KPI disclosures. The stock exchanges and industry associations will publish the standards on their respective websites to facilitate compliance. SEBI has instructed stock exchanges to inform stakeholders about the new guidelines and ensure their implementation.
This circular has been issued under the powers granted to SEBI under the SEBI Act, 1992, and the ICDR Regulations. The full circular is available on the SEBI website under the ‘Legal → Circulars’ section.
Securities and Exchange Board of India
Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/28 Dated: February 28, 2025
To,
All listed entities / proposed to be listed entities
All the recognized Stock Exchanges
All the registered Merchant Bankers
The Associated Chambers of Commerce and Industry of India (ASSOCHAM)
Federation of Indian Chambers of Commerce and Industry (FICCI) Confederation of Indian Industry (CII)
Dear Sir/Madam,
Sub: Industry Standards on Key Performance Indicators (“KPIs”) Disclosures in the draft Offer Document and Offer Document
1. In order to facilitate uniform approach in identification and disclosure practices of Key Performance Indicators (“KPIs”), the Industry Standards Forum (“ISF”) comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI, under the aegis of the Stock Exchanges, has formulated industry standards, in consultation with SEBI, for effective implementation of the requirement to disclose KPIs in the draft offer document and offer document as per the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”). The industry associations which are part of ISF (ASSOCHAM, FICCI, and CII) and the stock exchanges shall publish the industry standards on their websites.
2. The Issuer Companies and Merchant Bankers shall follow the aforesaid industry standards to ensure compliance with the requirement to disclose KPIs in the draft offer document and offer document as per the provisions of ICDR Regulations.
3. This circular shall be applicable for all draft offer documents / offer documents filed with SEBI / Stock Exchanges on or after April 1, 2025.
4. The Stock Exchanges are advised to bring the contents of this circular to the notice of all stakeholders and ensure its compliance.
5. This circular is issued in exercise of the powers conferred under Section 11(1) and 11A of the Securities and Exchange Board of India Act, 1992 read with regulation 299 of ICDR Regulations.
6. This circular is available on SEBI website at www.sebi.gov.in under the category: ‘Legal → Circulars’.
Yours faithfully,
Raj Kumar Das
Deputy General Manager
Corporation Finance Department
Tel. No.: +91 22 2644 9253
Email id: rajkd@sebi.gov.in
