Securities and Exchange Board of India (SEBI) has issued a circular revising the disclosure requirements for shareholding patterns of listed entities under Regulation 31 of the Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The amendments, made in response to requests from stock exchanges and depositories, aim to enhance transparency for investors in the securities market.
Key modifications include updates to Table I-IV of the shareholding pattern, requiring listed entities to disclose details of Non-Disclosure Undertakings (NDUs), other encumbrances, and total pledged shares. Additionally, outstanding convertible securities now explicitly include Employee Stock Option Plans (ESOPs). A new column has been added to capture the total number of shares on a fully diluted basis, including warrants, ESOPs, and convertible securities.
Further, Table II has been updated with a footnote clarifying the treatment of promoters and promoter groups with nil shareholding. These changes necessitate updates to stock exchange bye-laws and depository systems. The revised disclosure formats will be applicable from the quarter ending June 30, 2025.
SEBI has directed stock exchanges and depositories to implement the changes and ensure compliance. The circular, issued under SEBI’s regulatory authority, modifies the previous Master Circular dated November 11, 2024. The full text is available on SEBI’s official website.
Securities and Exchange Board of India
Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/35 Dated: March 20, 2025
To,
All listed entities
All the Recognized Stock Exchanges
All the Depositories
Madam / Sir,
Subject: Disclosure of holding of specified securities and Holding of specified securities in dematerialized form
1. Regulation 31 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), deals with the disclosure of shareholding pattern and manner of maintaining shareholding in dematerialized format.
2. Accordingly, SEBI vide Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (as amended) (“the Circular”), prescribed formats for disclosure of holding of specified securities and shareholding pattern under Annexure 2 of section II-A of chapter II to the Circular.
3. Based on the requests received from Depositories, Stock Exchanges and in the interest of providing further clarity and transparency in the disclosure of shareholding pattern to the investors in the securities market, the Annexure 2 of section II-A of chapter II to the Circular is being partially modified as under:
a. Table I-IV of the shareholding pattern has been amended as under:
i. details of Non-Disclosure Undertaking, Other encumbrances, if any and total number of shares pledged or otherwise encumbered including NDU shall be disclosed by the listed entities.
ii. It is clarified that underlying outstanding convertible securities also includes ESOPs i.e. the existing header of column X as “No. of Shares Underlying Outstanding convertible securities (including Warrants, ESOP etc.)
iii. adding one additional column in the existing shareholding pattern format to capture the details of total number of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.)
b. Table II of the shareholding pattern has been amended as under:
i. A footnote has been added to the table II, which provides the details of promoter and promoter group with shareholding “nil”, can be accessed.
The revised formats of the aforementioned are placed at Annexure A.
4. Accordingly, the Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 stands modified to the extent as stated at paragraph no. 3 above.
5. The Stock Exchanges are accordingly advised to:
a. bring the provisions of this circular to the notice of all the companies whose securities are listed in the exchange and also to disseminate the same on the website of the stock exchange.
b. make amendments to the relevant bye-laws, rules and regulations for the implementation of the terms of this circular, if necessary.
6. The Depositories are also directed to update their systems to capture the abovementioned changes.
7. This Circular shall come into force with effect from the quarter ending June 30, 2025.
8. This Circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Regulation 31 and 101(2) of Listing Regulations.
9. A copy of this Circular is available at www.sebi.gov.in under the categories “Legal FrameworkCirculars”.
Yours faithfully,
Raj Kumar Das
Deputy General Manager
Corporation Finance Department
Policy and Development-2
+91-22-26449253 rajkd@sebi.gov.in
