Non-convertible securities issuance and listing: consolidated SEBI rules on ASBA/UPI, T+3 timelines, EBP/RFQ platforms, ISIN limits and green disclosures.
This Master Circular consolidates SEBI operational directions on issuance and listing of non-convertible securities and related instruments, prescribes ASBA/UPI application mechanics, roles of SCSBs, intermediaries, stock exchanges and RTAs, standardises listing timelines with optional T+3 acceleration, sets EBP and RFQ platform rules, caps ISIN fragmentation, mandates LEI reporting, requires issuer disclosures and third-party review for green debt securities, and details governance, reporting and settlement obligations including contributions to the LPCC Settlement Guarantee Fund.

Disclosure of allocation methodology: Angel Funds must follow PPM methodology for allocations after extended compliance deadline.
Existing Angel Funds must disclose a defined allocation methodology in their Private Placement Memoranda and ensure that any investment made after the extended compliance date is allocated in accordance with the methodology disclosed in the PPM.

Related Party Transactions: new tiered disclosure rules impose Annexure-13A disclosures below specified turnover and monetary thresholds.
Listed entities must supply audit committees and shareholders the Industry Standards' specified information for RPT approvals; however, transactions not exceeding the lower of 1% of annual consolidated turnover or Rs. Ten Crore shall provide the streamlined disclosures in Annexure-13A, and transactions not exceeding Rs. One Crore (individually or aggregated in a financial year) are exempt from these requirements. Annexure-13A lists required details including transaction terms, related party identity, tenure, value, turnover percentages, funding/indebtedness particulars for loans, justification of interest, and any valuation reports.

Block deal framework updated: defined windows, VWAP reference, 3% price bands, INR25 Crore minimum and mandatory delivery.
Modification of the Block Deal Framework establishes two timed block deal windows-morning (08:45-09:00) using previous close and afternoon (02:05-02:20) using VWAP (01:45-02:00) with VWAP dissemination at 02:00-02:05. Orders must be within 3% of reference price, minimum size INR 25 Crores, mandatory delivery, same-day public disclosure of deal particulars, and applicability to optional T+0. Exchanges, clearing corporations and depositories must apply standard trading, settlement, surveillance and risk containment practices. Measures take effect 60 days after issuance and require MIIs to update systems and byelaws.

Algorithmic trading compliance: glide path set for brokers to implement retail API based algo framework, with onboarding restrictions for non compliance.
SEBI extended the implementation timeline for its February 4, 2025 circular on algorithmic trading, allowing ready brokers to go live from October 1, 2025 and imposing a three milestone glide path-API registration of at least one retail algo strategy by October 31, broader registrations by November 30, and mandatory participation in a full mock session by January 3, 2026-with exchanges to monitor compliance and barring non compliant brokers from onboarding new retail API algo clients thereafter.

Digital accessibility compliance: regulated entities must appoint certified auditors and submit consolidated initial, remediation and final audit reports to regulator.
Regulated entities must identify investor-facing digital platforms, appoint IAAP certified accessibility professionals to audit those platforms, conduct initial accessibility audits, remediate audit findings, and submit consolidated initial and final audit reports and annual audit compliance to the regulator in prescribed Table formats (Table C1 to Table C4) via the designated email address, following specified file-naming conventions, timelines and evidence requirements.

Transmission to legal heirs reason code TLH mandated for reporting to tax authorities to prevent nominee tax assessment.
SEBI requires reporting entities to use the "TLH" (Transmission to Legal Heirs) reason code when reporting nominee-to-legal-heir securities transmissions to tax authorities to enable correct application of Income Tax Act provisions and avoid provisional capital gains assessment; existing procedural rules for transmission under listing regulations and RTA master circular continue to apply and entities must update systems accordingly.

Social Stock Exchange requires NPO registration criteria, annual disclosures, and assessed Annual Impact Reports covering 67% of program expenditure.
SEBI amended the SSE framework: NPOs eligible for SSE registration must be specified Indian legal forms with at least 12 months' valid registration; exchanges must update systems. NPOs must make two annual disclosures-within 60 days post financial year (general and governance information) and by October 31st or tax return due date (outreach, top donors, programs, related party transactions, compliance statement, financials and auditors). Social enterprises that raised funds on SSE must submit an Annual Impact Report covering 67% of prior year program expenditure; the AIR must be assessed by Social Impact Assessors and disclosed.

Easing compliance for FPIs investing only in Government Securities streamlines registration, KYC and transition rules.
Ease of regulatory compliances for Foreign Portfolio Investors that invest exclusively in Government Securities (GS-FPIs) exempts such FPIs from furnishing investor group details and certain contributor-related provisions, while requiring resident Indian individual contributions to be routed through the LRS and held in global funds with limited Indian exposure. GS-FPIs need only pay renewal fees to DDPs and are exempted from change-notification and no-change declaration requirements, subject to specified reporting of material changes within thirty days and harmonised KYC periodicity with bank accounts.

Accredited investor requirement restricts angel funds to accredited investors, with phased compliance and limits on follow-on investments.
Angel Funds must raise capital only from Accredited Investors, with managers verifying accreditation on contribution and existing funds transitioning within a phased timeline; an Angel Fund must onboard a minimum number of accredited investors before first close or refile its PPM. Investments are made directly at fund level without scheme filings, term-sheet filing is discontinued though term-sheet records must be maintained. Follow-on investments are permitted subject to post-issue shareholding limits, an overall per-investee cap, pro rata participation by prior investors, and lock-in periods, with overseas investments subject to RBI and SEBI conditions.

Disclosure Document format updated: portfolio managers must segregate static/dynamic pages, certify changed pages and file updates promptly.
The circular prescribes a simplified template for the Disclosure Document for Portfolio Managers, replacing Schedule V, and requires a two-part document with a Static Section (enduring disclosures including definitions, services, risk factors, taxation, accounting and valuation policies) and a Dynamic Section (client representation, financial and performance data, audit observations, related-party investments). Each parameter must start on a fresh page; only pages with changes require certification by an independent chartered accountant and the principal officer and must be highlighted to clients, updated on the manager's website and filed with the Board within seven working days of change.

Co-investment framework permits AIFs to launch ring-fenced CIV schemes for accredited investors under operational safeguards.
SEBI permits Category I and Category II AIFs to offer separate co-investment schemes (CIV schemes) for accredited investors; managers must file a shelf placement memorandum, ring-fence each CIV scheme with separate bank and demat accounts, and ensure no borrowing or leverage. Co-investor exposure across CIV schemes to a given investee company is capped relative to the investor's contribution through the affiliated AIF scheme, with specified government and development institution exceptions, and defaulting or excluded AIF investors are barred from co-investing in that investee. Expenses are shared pro rata and investor rights are pro rata except for carried interest arrangements; compliance with implementation standards and inclusion in the Compliance Test Report is mandatory.

KRA surrender process: secure transfer of KYC records with audit trail to ensure continuity of investor services and compliance.
SEBI requires Transferor KRAs to follow a Board approved SOP and oversight process to ensure secure, complete transfer of KYC records with full audit trail to a Transferee KRA, maintain limited operations until transfer completion, obtain audit certifications, submit jointly signed compliance reports to SEBI, and enable continuity of investor services; SEBI may inspect records or appoint administrators and override SOP timelines in regulatory or distress scenarios.

Intraday position limits cap entity FutEq exposure, triggering random monitoring and penalties for breaches to protect market integrity.
Entity-level intraday monitoring for index options sets FutEq-based caps: an intraday Net position limit of Rs.5,000 crore and an intraday Gross limit of Rs.10,000 crore (separate long/short). Stock Exchanges must perform at least four random intraday snapshots, including one near market close, considering underlying prices when taking snapshots. Additional exposure against eligible securities or cash/cash equivalents is permitted per the prior FutEq framework. Breaches will trigger trading-pattern reviews, client rationale requests, constituent trading checks, regulator discussions, and on expiry days may attract penalties or additional surveillance deposits as decided by Exchanges.

Digital accessibility compliance: timelines extended and reporting authority updated for investment advisors and research analysts.
Regulated Entities must submit compliance/action reports and platform lists, appoint IAAP-certified accessibility auditors, conduct accessibility audits, remediate audit findings, and submit annual audit confirmations within revised timelines; reporting authority for Investment Advisors and Research Analysts is changed to BSE Ltd., while brokers/depository participants report to exchanges/depositories and other entities report to the regulator.

Cybersecurity and Cyber Resilience Framework: SEBI clarifies scope, equivalence/exclusivity principles and reporting obligations for regulated entities.
SEBI clarifies CSCRF scope and compliance: REs must apply either the Principle of Exclusivity for systems used solely for SEBI activities or the Principle of Equivalence where primary regulator frameworks provide equivalent controls; REs must demonstrate which principle is relied upon and SEBI reserves the right to verify compliance submissions made to other regulators.

Relaxation of net worth certificate timelines for stock brokers aligns submissions with financial results reporting timelines.
Brokers offering the margin trading facility must submit a half yearly auditor certificate confirming net worth as on 31 March and 30 September within the newly harmonised post period deadlines; stock exchanges must amend bye laws, notify members and disseminate the change for immediate implementation under SEBI's regulatory powers.

Margin pledge implementation timeline extended to ensure system readiness and compliance by market infrastructures and participants.
Implementation of the circular requiring margins to be given by way of pledge/re-pledge in the depository system is extended from the original effective date to October 10, 2025 to permit depositories to complete system development and testing. Stock Exchanges, Depositories and Clearing Corporations must notify members, publish the circular, implement systems and procedures to ensure compliance, and amend bye-laws, rules and regulations to effect the change; the circular is issued under statutory regulatory powers to protect investors and regulate the securities markets.

Debenture trustees: SEBI consolidates rules on registration, due diligence, security monitoring, defaults and investor protections.
SEBI's Master Circular for Debenture Trustees consolidates regulatory requirements: online registration, prior approval for change in control, and board accountability; detailed due diligence duties at appointment and security creation including independent verification, standardized due diligence certificates, and retention of records; mandatory creation, registration and trustee validation of charges before listing; use of a centralised Security and Covenant Monitoring System for asset, covenant and payment tracking with unique Asset IDs; periodic security cover certification and valuation; Recovery Expense Fund mechanics for enforcement expenses; structured investor consent and meeting procedures on default; comprehensive disclosure, reporting, grievance redress and outsourcing/conflict management obligations.

Distributor remuneration: SEBI removes prescribed transaction charges requirement, allowing AMCs to remunerate distributors at their discretion.
The circular deletes the Master Circular provisions prescribing transaction charges and the minimum subscription condition for distributor remuneration, allowing AMCs discretion to remunerate distributors; the deletions take immediate effect and the measure is issued under SEBI's regulatory powers to protect investors and regulate the securities market.