Disclosure of holding of specified securities in dematerialized form

CIRCULAR SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/35 March 20, 2025 To, All listed entities All the Recognized Stock Exchanges All the Depositories Madam / Sir, Subject: Disclosure of 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 & 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-Disposal Undertaking (‘NDU’), 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 that provides the details of promoter and promoter group with shareholding “NIL”. Page 1 of 15The 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 FrameworkCirculars”. Yours faithfully, Raj Kumar Das Deputy General Manager Corporation Finance Department Policy and Development-2 +91-22-26449253 rajkd@sebi.gov.in Page 2 of 15Annexure A Table I - Summary Statement showing holding of specified securities of the listed entity Category Category of No. of No. of Partly No. of Total Shareholdi Number of Voting Rights No. of Total No of Shareholdi Number of Number of Non- Other Total Number Number of (I) shareholder shareh fully paid- shares no. ng as a % held in each class of Shares shares on ng, as a % Locked in Shares Disposal encumbrances, of Shares equity shares older paid up underlyi shares of total no. securities Underly fully assuming shares pledged Undertaking if any encumbered held in (II) (III) up equity ng held of shares (IX) ing diluted full (XIII) (XIV) (XV) (XVI) (XVII) = dematerialized equity shares Deposit (VII) = (calculated Outstan basis conversion (XIV+XV+XVI) form shares held ory (IV)+(V) as per ding (including of (XVIII) held (V) Receipts +(VI) SCRR, converti warrants, convertible (IV) (VI) 1957) No of Voting Rights Total ble ESOP, securities As a % of as a securiti Convertibl (as a (A+B+C2) Class Class To % of es e percentage No. As a No. As a No As a No As a % N As a % (VIII) eg: X eg: Y tal (A+B (includi Securities of diluted (a) % of (a) % of . % of . of total o of total +C) ng etc.) share total total (a) total (a) shares . shares Warrant (XI)=(VII+X) capital) Share share shar held ( held (b) s, ESOP (XII) = s held s es (b) a etc.) (VII)+(X) (b) held held ) (X) As a (b) (b) % of (A+B+C2) (A) Promoter & Promoter Group (B) Public NA (C) Non NA Promoter- Non Public (C1) Shares NA NA underlying DRs (C2) Shares held NA by Employee Trusts Total Page 3 of 15Table II - Statement showing holding of specified securities by the Promoter and Promoter Group Category & Entity PAN No. of No. of Partly No. of Total Sharehold Number of Voting Rights No. of Total No of Total Number of Number of Non- Other Total Number of Number Name of the type (III) share fully paid- shares no. ing % held in each class of Shares shares on shareholdi Locked in Shares Disposal encumbra Shares of equity Shareholders holder paid up underlyin shares calculate securities Underlyin fully ng, as a % shares pledged Undertakin nces, if encumbered shares (I) Promoter (IV) up equit g held d as per (X) g diluted assuming (XIV) (XV) g (XVI) any (XVIII) = held in or equity y Depositor (VIII = SCRR, Outstandi basis full (XVII) (XV+XVI+XVII) demateri Promoter shares share y V+VI+ 1957 ng (including conversio alized group held s Receipts VII) As a % of convertib warrants, n of form (V) held (VII) (A+B+C2) No of Voting Total le ESOP, convertibl (XIX) (Promoter (VI) (IX) Rights as a securities Convertibl e group Clas Clas Tota % of (includin e securities No. As a No. As a N As a N As No As a % of would s X s Y l Total g Securities (as a (a) % of (a) % of o % of o. a . total exclude Votin Warrants, etc.) percentag total total . total (a % (a) shares promoter g ESOP (XII)=(VIII+ e of Share share ( shar ) of held (b) s) right etc.) XI) diluted s held s a es tot s (XI) share (b) held ) held al (II) capital) (b) (b) sh (XIII) = ar (VIII)+(XI) es as a he % of ld A+B+C2 (b) (1) Indian (a) Individuals/H indu undivided Family Name (xyz…) (b) Central Government/ State Government( s) Name (xyz…) (c) Financial Institutions/ Banks Name (xyz…) (d) Any Other (specify) Name (xyz…) Page 4 of 15Sub-Total (A)(1) (2) Foreign (a) Individuals (Non- Resident Individuals/ Foreign Individuals) Name (xyz…) (b) Government Name (xyz…) (c) Institutions Name (xyz…) (d) Foreign Portfolio Investors Name (xyz…) (e) Any Other (specify) Name (xyz…) Sub-Total (A)(2) Total Shareholdin g of Promoter and Promoter Group (A)= (A)(1)+(A)(2) Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. Page 5 of 15Note: 1) PAN would not be displayed on website of Stock Exchange(s). 2) The term “Encumbrance” has the same meaning as assigned under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time. 3) Details of promoter and promoter group with shareholding “NIL” can be accessed from here. Page 6 of 15Table III - Statement showing holding of specified securities by the Public shareholders Category & PAN No. of No. of Partly No. of Total Shareholdi Number of Voting Rights No. of Total No Total Number of Number of Non- Other Total Number of Sub-categorization of Name of the shareh fully paid-up shares no. ng % held in each class of Shares of sharehold Locked in Shares Disposal encumbr Number of equity shares shares Shareholders (II) older paid up equity underly shares calculated securities Underlyi shares ing, as a shares pledged Undertak ances, if Shares held in equity shares ing held as per (IX) ng on fully % ing (XV) any encumbere dematerialize (XIX) (I) (III) shares held Deposit SCRR, No of Voting Total Outstand diluted assuming (XIII) (XIV) (XVI) d (XVII) = d form Shareholding (No. of held ory (VII 1957 Rights as a ing basis full (XIV+XV+X shares) under (V) Receipt =IV+V+ As a % of % of converti (includin conversio VI) (XVIII) (IV) s VI) (A+B+C2) Total ble g n of Cla Cl To Votin securitie warrants convertibl No As a No As a N A N As N As a Sub- Sub- Sub- (VI) (VIII) ss as tal g s , ESOP, e . % of . % of o. s o a o % of cate cate cate X s right (includin Converti securities (a) total (a) total (a a . % . total gory gory gory Y s g ble (as a Shar shar ) % ( of ( shar Warrants Securitie percentag es es o a tot a es (i) (ii) (iii) , ESOP s etc.) e of held held f ) al ) held etc.) (XI)=(VII+ diluted (b) (b) t sh (b) X) share o ar (X) capital) t es a hel (XII) l d s (b) h a r e s h e l d ( b ) (1) Institutions NA (Domestic) (a) Mutual Funds NA Name (Xyz) NA (b) Venture Capital NA Funds Name (Xyz) NA (c) Alternate NA Investment Funds Name (Xyz) NA (d) Banks NA Name (Xyz) NA (e) Insurance NA Companies Name (Xyz) NA (f) Provident / NA Pension Funds Page 7 of 15Name (Xyz) NA (g) Asset NA Reconstruction Companies Name (Xyz) NA (h) Sovereign NA Wealth Funds Name (Xyz) NA (i) NBFCs NA registered with RBI Name (Xyz) NA (j) Other Financial NA Institutions Name (Xyz) NA (k) Any Other NA (specify) Name (Xyz) NA Sub-Total B(1) NA (2) Institutions NA (Foreign) (a) Foreign Direct NA Investment Name (Xyz) NA (b) Foreign NA Venture Capital Investors Name (Xyz) NA (c) Sovereign NA Wealth Funds Name (Xyz) NA (d) Foreign NA Portfolio Investors Category I Name (Xyz) NA (e) Foreign NA Portfolio Investors Category II Name (Xyz) NA (f) Overseas NA Depositories (holding DRs) (balancing figure) Name (Xyz) NA Page 8 of 15(g) Any Other NA (specify) Name (Xyz) NA Sub-Total B(2) NA (3) Central NA Government / State Government(s ) (a) Central NA Government / President of India Name (Xyz) NA (b) State NA Government / Governor Name (Xyz) NA (c) Shareholding NA by Companies or Bodies Corporate where Central / State Government is a promoter Name (Xyz) NA Sub-Total B(3) NA (4) Non- NA institutions (a) Associate NA companies / Subsidiaries Name (Xyz) NA (b) Directors and NA their relatives (excluding independent directors and nominee directors) Name (Xyz) NA (c) Key Managerial NA Personnel Name (Xyz) NA (d) Relatives of NA promoters (other than ‘immediate relatives’ of Page 9 of 15promoters disclosed under ‘Promoter and Promoter Group’ category) Name (Xyz) NA (e) Trusts where NA any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust' Name (Xyz) NA (f) Investor NA Education and Protection Fund (IEPF) Name (Xyz) NA (g) Resident NA Individuals holding nominal share capital up to Rs. 2 lakhs Name (Xyz) NA (h) Resident NA Individuals holding nominal share capital in excess of Rs. 2 lakhs Name (Xyz) NA (i) Non Resident NA Indians (NRIs) Name (Xyz) NA (j) Foreign NA Nationals Name (Xyz) NA (k) Foreign NA Companies Name (Xyz) NA (l) Bodies NA Corporate Name (Xyz) NA Page 10 of 15(m) Any Other NA (specify) Name (Xyz) NA Sub-Total NA (B)(4) Total Public NA Shareholding (B) = (B)(1) + (B)(2) + (B)(3) + B(4) Details of the shareholders acting as persons in Concert including their Shareholding (No. and %): Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. Note: (1) PAN would not be displayed on website of Stock Exchange(s). (2) The above format needs to be disclosed along with the names of the shareholders holding 1% or more than 1% of shares of the listed entity. Columns no. (XIV) to (XVII) are not applicable in the above format. (3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian. (4) Categorization and disclosure of each shareholder category should be carried out in the order prescribed in the above format. If a shareholder is falling under more than one category, then the same shall be classified in the category falling first in the order prescribed in the above format. Shareholding under any of the categories shall be unique and will not be duplicated under multiple categories. (5) Sub-categorization of shares under column no. (XIX) will be based on shareholding (no. of shares) under the following sub-categories: (i) Shareholders who are represented by a nominee Director on the board of the listed entity or have the right to nominate a representative (i.e. Director) on the board of the listed entity. (ii) Shareholders who have entered into shareholder agreement with the listed entity. (iii) Shareholders acting as persons in concert with promoters. Page 11 of 15Table IV - Statement showing holding of specified securities by the Non-Promoter Non-Public shareholders Category & PAN No. No. of Partly No. of Total no. Shareholding Number of Voting Rights held in No. of Total No of Total Number of Number of Non-Disposal Other Total Numb Name of the (II) of fully paid- shares shares % calculate d each class of securities Shares shares on fully shareholding, Locked in Shares Undertaking encumbrance Number of er of Shareholders shar paid up underlyi held as per SCRR, (IX) Underlyi diluted basis as a % shares pledged (XV) s, if any Shares equity (I) ehol up equity ng (VII = 1957 ng (including assuming full (XIII) (XIV) (XVI) encumber share der equity share Deposit IV+V+VI) As a % of Outstan warrants, conversion of ed (XVII) = s held (III) share s held ory (A+B+C2) ding ESOP, convertible (XIV+XV+X in s held (V) Receipt (VIII) converti Convertible securities (as VI) demat (IV) s No of Voting Rights Total as ble Securities a percentage erializ (VI) a % of securitie etc.) of diluted ed Total s (XI)=(VII+X) share capital) form Voting (includi (XII) (XV III) Class Class Total rights ng No. As a No. As No. As No. As No As X Y Warrant (a) % of (a) a (a) a % (a) a . a s, total % of % (a) % ESOP, Shar of tota of of etc.) es tot l tot tot (X) held al sha al al (b) sh res sh sh are hel ar ar s d es es hel (b) he he d ld ld (b) (b) (b) (1) Custodian/DR NA Holder (a) Name of DR NA Holder (If available) (i) abc… NA (ii) efg… NA Sub-Total (C1) (2) Employee NA Benefit Trust / Employee Welfare Trust under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (a) Name (abc… NA Sub-Total (C2) Total Non NA Promoter - Non Public Page 12 of 15Shareholding (C) = (C1) + (C2) Note: (1) PAN would not be displayed on website of Stock Exchange(s). (2) The above format needs to be disclosed along with the names of the shareholders holding 1% or more than 1% of shares of the listed entity. Columns no. (XIV) to (XVII) are not applicable in the above format. (3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available. Page 13 of 15Table V- Statement showing details of significant beneficial owners Sr. Details of the SBO Details of the registered owner Details of holding/ exercise of right of the Date of No (I) (II) SBO in the reporting company, whether creation / direct or indirect*: acquisition of (III) significant beneficial # interest (IV) Name PAN/ Nationality Name PAN / Nationality Whether by virtue of: Passport Passport (a) Shares % No. in No. in case of a case of a (b) Voting rights % foreign foreign national$ national (c) Rights on % distributable dividend or any other distribution (d) Exercise of control (e) Exercise of significant influence * In case the nature of the holding / exercise of the right of a SBO falls under multiple categories specified under (a) to (e) under Column (III), multiple rows for the same SBO shall be inserted accordingly for each of the categories. # This column shall have the details as specified by the listed entity under Form No. BEN-2 as submitted to the Registrar. $ PAN/ Passport number not to be disclosed on the website of the Stock Exchange(s). Page 14 of 15Table VI - Statement showing foreign ownership limits Board approved limits Limits utilized As on shareholding date As on the end of previous 1st quarter As on the end of previous 2nd quarter As on the end of previous 3rd quarter As on the end of previous 4th quarter Page 15 of 15