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”.
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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
FrameworkCirculars”.
Yours faithfully,
Raj Kumar Das
Deputy General Manager
Corporation Finance Department
Policy and Development-2
+91-22-26449253
rajkd@sebi.gov.in
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Annexure 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 15
Table 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 15
Sub-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 15
Note:
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 15
Table 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 15
Name (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 15
promoters
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
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(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 15
Table 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 15
Shareholding
(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 15
Table 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 15
Table 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