**Summary:**
SEBI Circular SEBI/HO/CFD/PoD-2/CIR/2025/28, dated February 28, 2025, addresses the standardization of Key Performance Indicator (KPI) disclosures in draft offer documents and offer documents. This circular mandates that Issuer Companies and Merchant Bankers adhere to industry standards formulated by the Industry Standards Forum (ISF), which includes representatives from ASSOCHAM, CII, and FICCI, operating under the guidance of the Stock Exchanges and in consultation with SEBI. These standards aim to ensure compliance with the SEBI Issue of Capital and Disclosure Requirements Regulations, 2018 (ICDR Regulations). The industry associations (ASSOCHAM, FICCI, and CII) and the stock exchanges will publish these industry standards on their respective websites. This circular applies to all draft offer documents and offer documents filed with SEBI/Stock Exchanges on or after April 1, 2025. The Stock Exchanges are responsible for informing stakeholders about this circular and ensuring compliance. This directive is issued under the authority of Section 11(1) and 11A of the Securities and Exchange Board of India Act, 1992, in conjunction with regulation 299 of the ICDR Regulations. Further information can be obtained from Raj Kumar Das, Deputy General Manager, Corporation Finance Department, at Tel. No.: 91 22 2644 9253 or via email at rajkdsebi.gov.in. The complete circular is available on the SEBI website (www.sebi.gov.in) under Legal Circulars.
Key Entities Referenced
Securities and Exchange Board of India SEBI: Regulatory body for the securities market in India, responsible for formulating the ICDR Regulations and overseeing the Industry Standards Forum.
Industry Standards Forum ISF: A forum comprising representatives from industry associations that formulated industry standards for Key Performance Indicators (KPIs) disclosures.
Associated Chambers of Commerce and Industry of India ASSOCHAM: One of the industry associations represented in the Industry Standards Forum.
Federation of Indian Chambers of Commerce and Industry FICCI: One of the industry associations represented in the Industry Standards Forum.
Confederation of Indian Industry CII: One of the industry associations represented in the Industry Standards Forum.
SEBI Issue of Capital and Disclosure Requirements Regulations, 2018 ICDR Regulations: Regulations mandating the disclosure of Key Performance Indicators (KPIs) in offer documents.
Key Performance Indicators KPIs: Metrics used to evaluate the success of an organization or a particular activity in which it is engaged.
Stock Exchanges: Recognized entities where securities are traded, responsible for ensuring compliance with the circular.
CIRCULAR
SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/28 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.
Page 1 of 26. 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
Page 2 of 2