Compliance Officers of Managers of AIFs must obtain NISM Series III C certification; only certified persons allowed from Jan 1, 2027.
Compliance Officers of managers of Alternative Investment Funds must obtain the NISM Series III C: Securities Intermediaries Compliance (Fund) Certification Examination and, from January 01, 2027, only certified persons may be appointed or continue as Compliance Officer; managers must record this compliance in the manager's 'Compliance Test Report'.

Issuance of duplicate securities certificates: threshold raised to Rs. Ten Lakhs, simplified affidavit format, notarisation waived under Rs. Ten Thousand.
The circular raises the simplified documentation threshold for issuance of duplicate securities to Rs. Ten Lakhs, prescribes a standard Affidavit cum Indemnity format and waives notarisation for claims up to Rs. Ten Thousand. Claims over Rs. Ten Lakhs require additional proof (FIR/e FIR/police complaint/court order/plaint) with security details and publication of loss by the listed company; processing timelines run from complete submission or advertisement date. The substituted Para 22.1.1-22.1.4 applies immediately and duplicate certificates will be dematerialised.

Basic Services Demat Account rules updated: certain securities excluded and quarterly eligibility reassessment required.
BSDA rules are amended to exclude Zero Coupon Zero Principal bonds and delisted securities from the threshold for BSDA eligibility; illiquid securities are valued at last closing price. DPs must reassess eligibility quarterly and convert eligible accounts to BSDA unless the beneficial owner provides active authenticated consent to retain a regular demat account through verifiable channels. These amendments replace specified prior paras and come into force on March 31, 2026, with depositories required to amend bye laws and implement systems within prescribed timelines.

Reduction in denomination now permits zero coupon and coupon-bearing debt securities on private placement with fixed maturity.
Issuers may privately place non-convertible debt securities or non-convertible redeemable preference shares at a reduced face value where the instruments either pay periodic coupon/dividend or are zero coupon debt securities, provided they have fixed maturities and no structured obligations; all other NCS Master Circular provisions remain unchanged and the amendment applies to private placement issues proposed for listing from the date of the circular.

Securitised Debt Instruments: trustees must file half yearly standardized disclosures on pool performance and credit metrics.
Trustees of special purpose distinct entities must submit half yearly disclosures for listed SDIs within 30 days from the end of March and September, effective March 31, 2026. Disclosures follow prescribed formats: Annexure I for loan/listed debt/credit facility exposures and Annexure II for other exposures. Required items include maturity characteristics, Minimum Retention Requirement and its composition, credit quality and delinquency distributions, security cover, rating distribution and weighted average rating, default and recovery metrics, prepayment behaviour, expected credit loss movements, utilisation of credit enhancement and liquidity facilities, amendments to underlying documentation and Minimum Holding Period details; Annexure III provides illustrative computations.

Market Infrastructure Institutions must appoint regulator approved Executive Directors for critical and regulatory verticals and revise reporting lines.
The circular mandates appointment of Executive Directors for Critical Operations and Regulatory verticals via open advertisement and regulator-approved shortlists, requires EDs to be Governing Board members with regulator-approved compensation, and establishes a revised reporting structure where EDs report to the MD while CTO, CISO, Compliance Officer and Chief Risk Officer report to their respective EDs; statutory committees retain separate quarterly access to KMPs, and the CRiO is tasked with technology audits and participation in SCOT.

Nomination framework implementation deferred further as SEBI extends Phase III timeline for system changes and stakeholder readiness.
Implementation of Phase III of the nomination framework for the securities market was deferred from December 15, 2025 to a further date to be notified separately, in view of stakeholder representations seeking additional time for system development, process changes, and re-examination of the structural implications of implementation. The earlier phased rollout and prior deferments remain in place, while all other provisions of the earlier circulars continue unchanged.

Geo-tagging requirement for NRIs relaxed for digital re-KYC, subject to GPS verification, anti-spoofing and random action checks.
Intermediary apps may relax the requirement that an NRI client's physical location be in India during re-KYC, provided the app time-stamps interactions, initiates random client actions to confirm live responses, captures GPS coordinates and matches them to the country in the client's Proof of Address, and prevents connections from spoofed IP addresses; these technical safeguards amend the Master Circular on KYC for digital re-KYC of existing NRI clients.

Alternative Investment Funds: SEBI allows migration to AI-only and LVF schemes with naming, consent, reporting, and placement memorandum exemptions.
SEBI permits AIFs to launch AI-only schemes for Accredited Investors and grants relaxations to Large Value Funds; new schemes must append 'AI only fund' or 'LVF' to the name. Pre-existing schemes may convert with positive consent from all investors and must report name change and conversion to SEBI and depositories within 15 days. Investor AI status at onboarding endures for the scheme's life. AI-only schemes' maximum extension is five years inclusive of prior extensions. LVFs are exempt from the standard placement memorandum template and annual audit of its terms without investor waivers.

Digital accessibility rules require REs to report platform WCAG AA readiness, remediate SCORES complaints, and audit platforms.
Digital accessibility obligations require REs to include an Investors' Right to digital accessibility in Investor Charters and to submit a platform-wise status of readiness and compliance to specified reporting authorities by March 31, 2026 using the Annexure B format (including URLs, WCAG AA compliance Yes/No, and remarks). REs must remediate accessibility complaints lodged via SCORES and conduct periodic accessibility audits through certified accessibility professionals.

REITs reclassified as equity related instruments; mutual funds and SIFs treated accordingly from January 1, 2026.
REITs are reclassified as equity related instruments for Mutual Funds and SIFs effective January 1, 2026; InvITs remain hybrid. Existing REIT holdings in debt schemes and SIF strategies as of December 31, 2025 are grandfathered, with AMCs encouraged to consider divestment where appropriate. AMCs must issue addenda to scheme documents (not treated as fundamental changes) and AMFI will include REITs in its market-cap based scrip classification. Inclusion in equity indices is deferred for six months.

Mutual fund distributors eligible for additional commission for onboarding new B-30 and women investors under revised rules.
AMCs may pay additional commission to distributors for onboarding eligible new-PAN investors from B-30 cities and new women investors from Top-30 and B-30 cities: 1% of first lump-sum (capped at Rs.2,000 with one-year minimum stay) and 1% of first-year SIPs (capped at Rs.2,000). Payments must be sourced from the 2 basis points reserved for investor education and include claw back provisions; additional commission is in addition to trail fees, dual incentives for the same investment are prohibited, and specified scheme categories are excluded.

Debenture trustees must run non SEBI activities via ring fenced separate business units with specific disclosure and compliance duties.
DTs may undertake activities outside SEBI regulation only if they are fee based, non fund based financial services carried out at arms' length through one or more Separate Business Units (SBUs) ring fenced by a Chinese Wall. SBUs must have separate records, distinct staff (with board approved crossing procedures), separate grievance mechanisms and distinct marketing/web presence. DTs must disclose non SEBI activities and relevant financial sector regulator on their website, obtain stakeholder acknowledgements, submit disclosures and a compliance report for existing arrangements within six months, and include a board approved undertaking in half yearly compliance reports confirming adherence to regulation 9C and this circular.

Recovery Expense Fund clarified: reimbursements for enforcement and legal expenses allowed; stock exchange to release funds within five working days.
The circular permits the Recovery Expense Fund to reimburse Debenture Trustees or Lead Debenture Trustees for enforcement and legal expenses related to defaults - including consents, voting, meetings, court filings, legal fees, asset recovery and legal consultants - without prior debenture-holder approval when within the specified purposes. For other uses, prior consent of holders is required and the Designated Stock Exchange must be informed. Trustees must request fund release from the Designated Stock Exchange, submit an independent auditor's certificate for verification, and the Exchange shall release funds within five working days. Trustees must maintain accounts of expenditures and provide annual updates to holders.

Issuers must submit security cover, guarantor and valuation reports to debenture trustees within specified periodic timelines.
Issuers must submit specified periodic reports to Debenture Trustees to enable continuous due diligence: Security Cover Certificates quarterly (within 60 days of quarter end; 75 days for last quarter); statements of pledged securities, Debt Service Reserve Account values, and net worth certificates of personal guarantors half yearly (within 60 days); audited guarantor financials annually (within 60 days); and valuation and title search reports once every three years (within 60 days). These timelines take effect from the quarter ended December 31, 2025.

Eligibility criteria for derivatives on non-benchmark indices require exchanges to adjust constituents and weights with revised deadlines.
Implementation of eligibility criteria for derivatives on Non-Benchmark Indices requires stock exchanges to achieve compliance through constituent and weight adjustments in existing indices, with single-tranche adjustments permitted for BANKEX and FINNIFTY and a phased four-tranche rebalancing mandated for BANKNIFTY. The phased approach mandates iterative recalculation and proportional reduction of excess weights among top constituents, redistribution of excess to other constituents subject to prudential norms, and implementation of exchange systems, market notifications and rule amendments to meet revised timelines.

Qualified Stock Brokers' timeline for implementing optional T+0 settlement systems extended; new date to be notified.
SEBI has further extended the compliance timeline for Qualified Stock Brokers to implement systems and processes enabling investor participation in the optional T+0 settlement cycle; the revised effective date will be intimated later and all other provisions of the December 10, 2024 circular remain unchanged.

Certified past performance may be shared with clients if ICAI/ICMAI certified, limited to one-to-one requests and templates.
Interim permission allows Investment Advisers and Research Analysts to provide past performance data certified by a member of ICAI or ICMAI for periods prior to PaRRVA operationalisation, only on specific client request and on a one-to-one basis, not publicly. Such providers must enrol with PaRRVA within a specified period after its launch or cease communicating certified past performance; post-operationalisation performance must use PaRRVA-verified metrics. All communications must include a prescribed disclaimer and follow templates to be issued by the supervisory bodies. Non-compliance may attract enforcement measures under applicable intermediaries regulation.

Second opinion fees allowed for assets under prior distribution arrangements, with capped advisory charge and annual client consent.
IAs may charge advisory fees, under AUA mode, on client assets subject to a pre-existing distribution arrangement when providing a second opinion, limited to 2.5% per annum. IAs must annually disclose and obtain client consent that, besides the advisory fee payable to the IA, clients will incur distributor consideration costs on those assets.

Transfer of PMS business requires regulator approval and transferee assumes all liabilities and client mandates.
Transfer of PMS business requires prior regulatory approval. Intra group transfers may be of select investment approaches or the entire business, with surrender of registration if fully transferred. Inter group transfers require a joint application, mandate complete business transfer, and require the transferee to undertake liability for all acts, deeds, pending actions, litigations and other obligations; the transferor must not onboard new clients during the process and must surrender its registration upon completion. Specified undertakings, client consents, board resolution, business transfer agreement and fit and proper declarations are required.