Summary: Regulation 31 of the SEBI (LODR) Regulations, 2015, requires listed companies to submit quarterly statements of their shareholding pattern and holding of securities across various categories of shareholders, including the promoters and promoter group. This blog examines the interpretative issues caused by the recent SEBI circular dated March 20, 2025, and updated FAQs, on whether it is mandatory for listed entities to disclose ‘promoter and promoter group’ members with ‘NIL’ shareholding in the aforesaid statements.
The Securities and Exchange Board of India has prescribed several disclosure related compliances under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) for listed companies in view of ensuring high corporate governance and transparency standards. Under Regulation 31 of the LODR Regulations[i], listed companies are required to submit to the stock exchanges a statement showing holding of securities and shareholding pattern, i.e., shareholding of various categories of shareholders, including the promoters and promoter group (“Shareholding Statement”), on a quarterly basis. These disclosures are required to be in the formats prescribed under the master circular dated November 11, 2024 (“Master Circular”).
On November 23, 2020, SEBI released a consultation paper proposing that ‘promoter and promoter group’ members should be disclosed separately, even in case of ‘NIL’ shareholding. However, this proposal neither materialised in the form of an amendment to Regulation 31 of the LODR Regulations, nor was it referred to in any subsequent SEBI circulars (including the SEBI 2025 Circular (as defined hereinafter)). Based on requests from depositories and stock exchanges and in the interest of ensuring further clarity and transparency, SEBI issued a circular dated March 20, 2025 (“SEBI 2025 Circular”), introducing certain amendments to the Master Circular. Among other things, the SEBI 2025 Circular amended the format of the Shareholding Statement for ‘promoter and promoter group’ — to include a footnote that provides, “the details of Promoter and Promoter Group with ‘nil’ shareholding can be accessed from here”.
A few weeks later, SEBI released the updated Frequently Asked Questions for the LODR Regulations (“LODR FAQs”)[ii]. FAQ 19 provides:
“19. Should any Individual or any Entity to be added in Promoter or Promoter Group category in Shareholding Pattern even if such person is not holding any share(s) in the listed entity but forming part of Promoter or Promoter Group category?
Ans. Yes, any Individual or any Entity forming part of the Promoter or Promoter Group category as defined in Regulation 2 of SEBI (ICDR) Regulations, 2018 irrespective of his holding in the listed entity shall be disclosed under the Promoter and Promoter Group category in Shareholding Pattern.”
The SEBI 2025 Circular and the LODR FAQs have led to interpretative issues on whether it is mandatory to disclose ‘promoter and promoter group’ members with ‘NIL’ shares in a listed entity in the Shareholding Statement.
Disclosure of ‘Shareholding Pattern’/ ‘Holding of Securities’
Regulation 31 of the LODR Regulations pertains to disclosure of ‘holding of securities’and ‘shareholding pattern’. It does not mandate disclosure of the entire list of promoter and promoter group members, including those that do not hold any securities in the listed entity. The substantive requirement under Regulation 31 of the LODR Regulations cannot be amended or expanded by way of a circular and frequently asked questions. Further, the LODR FAQ No. 19 is also not happily worded and the use of the phrase ‘to be added’ could be interpreted to mean that the requirement is optional.
Where SEBI requires disclosure of all promoter group entities, it expressly states so, such as in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), for the purposes of offer documents of IPO bound companies. The format amendment in SEBI 2025 Circular may also be seen as enabling disclosures of names of such members of the ‘promoter and promoter group’ that do not hold any shares — where the company/ promoter group opts to include them in the Shareholding Statement for purposes such as availing exemptions under the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.
Practical Implications
Historically, while certain listed entities have disclosed ‘promoter and promoter group’ members with ‘NIL’ shareholding, the general practice has been to disclose only those individuals/ entities that hold shares. However, there have been instances where recently listed entities were required to submit revised disclosures of the quarterly Shareholding Statements, with details of all ‘promoter and promoter group’ members with ‘NIL’ shareholding included. This view of the stock exchanges is also apparent in the NSE FAQs on ‘Disclosure of holding of specified securities and holding of specified securities in dematerialized form’, updated as on July 9, 2025.
As per the Shareholding Statements submitted by listed entities to the stock exchanges for the quarter ended June 2025, it appears that several listed entities have included promoter group members with ‘NIL’ shareholding in their disclosures. This approach is bound to increase the compliance burden of listed entities. Each quarter, prior to the submission of the Shareholding Statements, companies will have to evaluate any further additions to the list. This will entail a careful assessment of the categorisation of the relevant individuals/ entities as part of the promoter group, in terms of the definitions under the ICDR Regulations.
Given the interpretative ambiguities, if SEBI’s intent is indeed to mandate quarterly disclosures of the entire promoter and promoter group, this could be clarified expressly or introduced by way of an amendment to the LODR Regulations as a fresh disclosure requirement for listed entities.
[i] Regulation 31, LODR Regulations:- ‘Holding of specified securities and shareholding pattern.
(1) The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time within the following timelines –
(a) one day prior to listing of its securities on the stock exchange(s);
(b) on a quarterly basis, within twenty one days from the end of each quarter; and,
(c) within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital….(4) All entities falling under promoter and promoter group shall be disclosed separately in the shareholding pattern appearing on the website of all stock exchanges having nationwide trading terminals where the specified securities of the entity are listed, in accordance with the formats specified by the Board.’
[ii] Updated as on April 23, 2025.