Minimum public unitholding requirement updated for InvITs; preferential allotment and sponsor sale processes clarified and disclosure mandated.
An additional method allows privately placed InvITs to meet the minimum public unitholding requirement via preferential allotment, counting only units issued to the public. Modifications to sponsor sale mechanisms provide two alternative divestment options-one subject to limits tied to trading volume and another to raise public unitholding to the regulatory threshold-with trading-volume limits not applicable to privately placed InvITs. The Investment Manager must announce proposed sales in advance and obtain undertakings preventing related parties from purchasing on sale dates; compliance with insider trading rules and InvIT Regulations is required. The circular is effective immediately.

Business continuity requirements mandate disaster recovery sites, stringent recovery objectives and periodic unannounced live operational drills.
SEBI requires Qualified RTAs to maintain documented Business Continuity Plans and Disaster Recovery Sites with trained staff capable of independent live operations, an Incident Response/Crisis Management Team with defined roles, and Technology Committee and Governing Board oversight. Recovery architectures must provide high availability, fault tolerance and no single point of failure, with replication strategies to meet recovery objectives and ensure minimal or zero data loss. QRTAs must conduct regular announced and unannounced DR drills, document results and root cause analyses, include drill scope in system audits, and submit their BCP-DR policy to SEBI within the prescribed timeframe.

Large Corporate debt-raising requirement: mandated minimum issuance through debt securities over three-year block, with incentives and penalties.
Entities meeting listing, borrowing and credit rating thresholds are designated as Large Corporate. Such LCs must raise at least 25% of their qualified borrowings through issuance of debt securities, with compliance assessed over a contiguous three year block beginning in the year following identification. Surplus issuance yields reductions in listing fees and credits against Core SGF contributions; shortfalls trigger additional SGF contributions. Stock exchanges and the LPCC are responsible for identification, calculation, notification and systems implementation; transitional dispensations and effective dates are specified.

Master Circular consolidation of SEBI directives preserves prior approvals and proceedings under corresponding provisions of the new circular.
Consolidation of SEBI circulars into a Master Circular effective on issue, updating references and rescinding listed circulars while preserving prior acts, applications, registrations, investigations, rights, obligations and proceedings by deeming them to have been taken under corresponding provisions of the Master Circular; undefined terms adopt meanings from applicable securities statutes and regulations and the circular is issued under SEBI's statutory regulatory powers to protect investors and regulate the securities market.

Beneficial ownership identification expanded and mandatory CDD required, imposing group wide AML measures and enhanced trustee disclosures.
Registered intermediaries must implement group wide AML/CFT programmes, complete CDD before account relationships, and identify beneficial owners: natural persons with more than ten percent ownership or control (fifteen percent for unincorporated associations), with trusts requiring identification of settlor, trustees, beneficiaries with ten percent or more interest and ultimate controllers. Intermediaries must periodically update CDD, apply EDD to PEPs and higher risk jurisdictions, obtain missing identity records for existing clients or close accounts after notice, permit intra group information sharing with safeguards, and appoint a management level Principal Officer for suspicious transaction reporting.

Know Your Client (KYC) norms: uniform KYC form, mandatory PAN verification, digital e KYC options, and KRA cybersecurity rules.
Master Circular consolidates SEBI's Know Your Client (KYC) requirements, effective on issue, requiring intermediaries to update KYC by December 31, 2023. It mandates a uniform KYC form using CKYCR templates, online PAN verification as the unique identifier, lists accepted PoI/PoA, authorises digital KYC (electronic signatures, DigiLocker, VIPV) and Aadhaar e-KYC through a KUA/sub-KUA model while prohibiting storage of full Aadhaar numbers. KRAs and CKYCR must validate attributes, maintain audit trails, enable portability of validated records, and implement a prescribed Cyber Security and Cyber Resilience framework with incident reporting and audit obligations.

Qualification and experience requirements timeline extended for investment advisers to meet Regulation 7(1) standards.
Extension of the timeline to comply with enhanced qualification and experience requirements under Regulation 7(1) is provided by amending the first proviso to Regulation 7(1) of the Investment Advisers Regulations, extending the compliance deadline to September 30, 2025 for individual investment advisers, principal officers of non-individual advisers and persons associated with investment advice.

Relaxation of LODR meeting compliance extended; listed entities must comply with prescribed Master Circular conditions and statutory provisions.
The circular extends the relaxation from Regulation 36(1)(b) for Annual General Meetings and Regulation 44(4) for electronic general meetings until the date specified, permitting continued reliance on prior exemptions. Listed entities availing the relaxations must comply with the conditions in paragraph 5.1 and 5.2 of section VI-J of the Master Circular, including procedural and disclosure safeguards. The relaxations are issued under SEBI's regulatory powers and remain subject to the provisions of the Companies Act and rules thereunder.

Base Minimum Capital deposit requirement for Category 2 execution-only platforms established, with non-additive segment application.
Category 2 Execution Only Platforms, registered as stock brokers and acting as agents of investors for direct mutual fund transactions, are required to maintain a Base Minimum Capital (BMC) deposit with the stock exchange; for members with multiple segment registrations on the same exchange the BMC is non-additive and the highest applicable BMC across segments applies. The circular modifies earlier SEBI BMC prescriptions, leaves other BMC provisions intact, and directs immediate implementation with stock exchanges required to update systems, amend relevant bye-laws, and disseminate the change.

Master Circular for Depositories consolidates SEBI rules on KYC, demat account processes, DP duties and cybersecurity safeguards.
SEBI's Master Circular for Depositories consolidates depository-related circulars up to August 31, 2023, rescinds listed prior circulars while preserving prior actions' legal effects, and organizes obligations across Beneficial Owner Accounts, Depository Participants, Issuer related and Depositories related domains. Key operative provisions include uniform KYC requirements (PAN as sole identifier and authorised Aadhaar e-KYC), simplified account opening and online closure procedures, BSDA eligibility and charges, safeguards for DIS and transmission, DP supervision and outsourcing principles, cybersecurity and IT governance, CAS generation, and coordination mechanisms for deactivation/reactivation of accounts for inadequate KYC.

Relaxation of physical dispatch requirement under SEBI Listing Regulations extends relief for listed non-convertible securities issuers.
Regulatory relaxation is granted for the requirement to dispatch hard copies of statements containing salient features of documents to holders of non-convertible securities who have not registered for electronic delivery, by relaxing Regulation 58(1)(b) of the Listing Obligations and Disclosure Requirements up to September 30, 2024. The circular takes immediate effect and directs recognised stock exchanges to notify issuers with listed non-convertible securities and publish the circular on their websites, issued under the powers of Section 11(1) read with Regulation 101.

Centralized investor death reporting enables KRAs to validate deaths and block account debits pending transmission procedures.
Intermediaries receiving intimation of an investor's death must obtain and verify the death certificate (online or OSV), record notifier identity, and submit a same-day KYC modification request to the KRA with supporting documents; they must block all debit transactions in the deceased's accounts while preserving allowed surviving joint-account operations. KRAs must independently validate requests, update KYC to "Blocked Permanently" or "On Hold" as appropriate, notify linked intermediaries, and coordinate resolution or rejection. Intermediaries must notify notifiers/nominees about transmission procedures and perform additional due diligence before allowing transactions on "On Hold" accounts.

Verification of market rumours requirement extended for top listed entities, deferring implementation to later specified dates.
The circular extends the effective dates of the proviso to Regulation 30(11) of the LODR Regulations, delaying mandatory verification of market rumours to February 1, 2024 for the top 100 listed entities by market capitalization and to August 1, 2024 for the top 250 listed entities, and notifies that the circular is issued under the regulator's legal powers and is available on its website.

Nomination compliance for mutual fund unit holders gets extended, with folio freezing timeline and reminder communications retained.
The compliance timeline for existing individual mutual fund unit holders to either provide a nomination or opt out of nomination has been extended for the purpose of freezing folios for debit transactions. Asset Management Companies and Registrar and Transfer Agents must continue sending fortnightly email and SMS communications to non-compliant unit holders, with guidance on how to complete nomination or opt out, while all other earlier provisions remain unchanged.

Nomination compliance deadlines extended as trading account nomination becomes voluntary and demat and physical holder timelines are pushed back.
Submission of choice of nomination for trading accounts has been made voluntary, while the deadline for nomination in eligible demat accounts and for submission of PAN, nomination, contact details, bank account details and specimen signature by physical security holders has been extended to December 31, 2023. Intermediaries and listed entities must implement the circular, update relevant operational frameworks where necessary, disseminate it, report implementation status and monitor compliance.

SEBI SCORES complaint redressal updated: ATR within 21 days, escalation to designated bodies and fines for non compliance.
Complaints on SCORES are auto forwarded to the concerned Entity and the Designated Body; Entities must upload an Action Taken Report within 21 calendar days, which is auto routed to the complainant. Designated Bodies monitor ATRs, may seek clarifications, and must upload revised ATRs within 10 calendar days on first review; complainants can seek first and second reviews within 15 calendar days. Second stage regulatory review follows specified timelines, SCORES authentication and API integration are mandated, and listed companies face fines and potential promoter demat freeze for non redressal.

Quarterly reporting for AIFs required in revised format with defined submission deadlines on SI Portal.
AIFs must submit quarterly reports in a revised standardized format, prepared with industry associations and hosted on their websites, with associations providing implementation assistance. Reports are to be filed online on the SEBI Intermediary Portal in the prescribed format within the prescribed filing window after each quarter. The format will be reviewed periodically by associations or an AIF Standard Setting Forum in consultation with the regulator, with any revisions published at least one month before the relevant quarter end.

Board nomination rights for REIT unitholders enable ten-percent holders to appoint a non-independent nominee director under prescribed procedures.
Unitholders holding ten percent or more of a REIT's outstanding units may nominate one non-independent Unitholder Nominee Director to the Manager's board, subject to a Manager-adopted policy on qualifications, remuneration, evaluation and removal. Eligible unitholder(s) must notify the Manager within prescribed timelines with candidate particulars; the Manager's Nomination and Remuneration Committee/Board shall confirm eligibility within ten days and effect appointment within thirty days. The Manager must review monthly that nominating unitholder(s) continue to hold the threshold and report to the Trustee; loss of threshold requires immediate resignation of the nominee. Trust deeds and IMAs are to be amended to incorporate these rights within six months.

Board nomination rights let eligible unitholders nominate Investment Manager directors, subject to eligibility, disclosure and ongoing holding conditions.
Board nomination rights allow Eligible Unitholders of InvITs to nominate a non-independent Unitholder Nominee Director to the Investment Manager's board subject to a minimum unitholding threshold and aggregation rules. The Investment Manager must adopt a published policy on qualifications, evaluation, remuneration and removal; confirm candidate eligibility within a set period; complete appointment within a further period; and conduct monthly reviews of nominating unitholders' holdings, reporting to the Trustee and effecting resignation where eligibility is lost. Trust deeds and investment management agreements must be amended to reflect these rights.

Asset allocation base exclusion clarifies CDMDF units are excluded from net assets for mutual fund limit calculations.
Investment in units of the Corporate Debt Market Development Fund shall be excluded from the base of net assets for calculation of mutual fund scheme asset allocation limits under Part IV of Chapter 2 on Categorization and Rationalization of Mutual Fund Schemes; the clarification is effective immediately and must be applied by AMCs and trustees for compliance with scheme allocation limits.