SEBI Extends Waiver on Sending Physical Financials to NCS Holders

Circular SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/83 dated 05-06-2025

As per Regulation 58(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), a listed entity is required to send a hard copy of the statement containing the salient features of all documents specified under Section 136 of the Companies Act, 2013, to those holders of non-convertible securities who have not registered their email addresses with the listed entity or any depository.

1. MCA Circular Extending Relaxation for Physical Dispatch

The Ministry of Corporate Affairs (MCA), vide General Circular No. 09/2024 dated September 19, 2024, extended the relaxation from the requirement of sending physical copies of financial statements (including Board’s Report, Auditor’s Report, and other annexed documents) to shareholders. This relaxation is now valid for Annual General Meetings (AGMs) held till September 30, 2025, as opposed to the earlier deadline of September 30, 2024.

2. SEBI Aligns with MCA – Relaxation for Listed Entities

In line with the MCA’s relaxation, SEBI has also extended relief to listed entities having non-convertible securities. Accordingly:

• No penal action shall be initiated against such listed entities for non-sending of physical copies from October 1, 2024, to June 5, 2025, provided the entity complies with MCA’s General Circular No. 09/2024.

3. Additional Relaxation for the Period June 6, 2025 to September 30, 2025

SEBI has further provided similar relaxation for the period from June 6, 2025, to September 30, 2025, subject to the following condition:

• The advertisement issued under Regulation 52(8) of the SEBI LODR Regulations must disclose the web-link to the statement containing the salient features of all documents as per Section 136 of the Companies Act.

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