Dematerialisation requirement: securities with dual depository connectivity may shift from trade-for-trade to rolling settlement upon meeting holdings threshold.
Shifting trading from the Trade-for-Trade Segment to Rolling Settlement is permitted for companies with connectivity to both depositories if at least 50% of non-promoter holdings are in demat form, certified by the Registrar and Transfer Agent or, where no separate RTA exists, by a practising Company Secretary or Chartered Accountant, and if there are no other grounds for continuation of Trade-for-Trade trading; stock exchanges must report actions taken in the Monthly Development Report.

Qualified Institutions Placement: private placements to QIBs with floor pricing, investor limits, disclosure and due diligence obligations.
Qualified Institutions Placement (QIP) allows listed companies meeting minimum public shareholding and nationwide listing requirements to privately place fully paid equity or convertible/exchangeable securities with Qualified Institutional Buyers (QIBs). Allocations exclude promoters and related parties, mandate at least 10% to mutual funds (or other QIBs if unused), set minimum numbers of allottees and per-allottee caps, prohibit bid withdrawal post-closure, cap annual aggregate QIP proceeds relative to prior-year net worth, require market-based floor pricing with adjustments for corporate actions, and impose disclosure, merchant banker due diligence and listing approval procedures, including placement document disclosures per Schedule XXIA.

IPO grading: optional issuer grading must be disclosed in the prospectus with all grades and rationale.
Amendments add an optional IPO grading requirement: issuers may obtain grading from one or more credit rating agencies and, if opted, must disclose all grades obtained, including unaccepted grades, in the prospectus and abridged prospectus. Prospectus content must identify the rating agency(ies), list all grades including unaccepted grades, and include the rationale/description of each grading as furnished by the rating agency(ies). The amendments also reinstate bidders' bank account details as a disclosure and permit an application-form statement referencing IPO grading and the grading rationale.

Dividend distribution applicability clarified - rules apply to all mutual fund schemes declaring dividends, regardless of launch date.
The dividend distribution guidelines apply to all mutual fund schemes and plans that intend to declare a dividend, irrespective of their launch date, and all other provisions of the earlier guidelines remain unchanged; the circular reiterates the regulator's exercise of powers to protect investor interests and regulate the securities market.

Valuation of gold for exchange traded funds set by domestic pricing formula; NAV, expense limits and benchmark prescribed.
Valuation must mark physical gold and permitted gold-linked instruments to market daily using a domestic price derived from LBMA AM fixing converted to kg and INR, plus import duty and other levies; trustees may change exchange rate source with written rationale. NAV is calculated as market/fair value of investments plus current assets minus current liabilities and provisions divided by units outstanding, to four decimals. Recurring expense limits for equity schemes apply to GETFs, and GETFs shall be benchmarked to the price of gold.

Dematerialisation threshold for settlement: securities may move to rolling settlement once non promoter holdings are predominantly demat.
SEBI directs exchanges to shift securities from the Trade for Trade Segment to rolling settlement where issuers have connectivity with both depositories, provided at least half of non promoter holdings are dematerialised certified by the RTA or, if no RTA exists, by a practicing Company Secretary or Chartered Accountant, and provided there are no other grounds to continue trading in the Trade for Trade Segment; exchanges must report the actions in the Monthly Development Report.

Amendments to public shareholding rules require listed companies to meet minimum public holding thresholds and report quarterly.
Listed companies must maintain continuous public shareholding of at least 25% (generally) or 10% in specified cases; exemptions apply to government, infrastructure and BIFR referred companies. Non compliance must be remedied using prescribed methods within periods approved by the Specified Stock Exchange (initially up to two years, with possible one year extension), and the SSE may grant extensions after recording reasons. Revised reporting requires quarterly three category shareholding statements showing promoters, public and custodial/depository receipt holdings; stock exchanges must monitor compliance and submit quarterly reports.

FII debt investment limits increased; allocation rules, headroom and listed debt restriction set for government and corporate securities.
SEBI raised aggregate ceilings for FII investments in Government securities/T Bills and corporate debt and allocated those ceilings between 100% debt FIIs and general 70:30 FIIs/Sub Accounts, with separate headrooms for general FIIs that trigger approval procedures once exhausted; the Board may withdraw unused allocation. FIIs are restricted to listed corporate debt securities and FII subscriptions to commercial paper count within the corporate debt ceiling, with revised individual limits for 100% debt FIIs/Sub Accounts to be advised separately.

Initial Issue Expenses: closed-ended schemes may charge initial issue expenses; open-ended schemes must use entry load.
Initial issue expenses are permitted only for closed-ended schemes, which then must not levy entry load; amortised issue expenses may be recovered proportionately on redemption prior to full amortisation, and conversion to open-ended status or fresh issuance is allowed only after full recovery of unamortised issue expenses. Trustees must fix dividend quantum and record date, dividends are payable only from distributable surplus, NAV will be adjusted for payout and statutory levy on the record date, and AMCs must issue timely public notice; frequent dividend options with disclosure may be exempt from notice requirements.

Indian Depository Receipts listing rules require in principle approval, immediate board disclosures and comprehensive corporate governance reporting.
Model Listing Agreement for IDRs requires issuers to obtain in-principle listing permission, submit SEBI observation letters, merchant banker and depository due diligence reports, deposit prescribed security and pay listing fees. Issuers must make rapid disclosures (within 15 minutes of board closure) of dividends, buybacks and corporate actions, file quarterly and annual audited financials (under Indian GAAP, IFRS or US GAAP as chosen), consolidated statements, shareholding patterns, EDIFAR filings and immediate public disclosure of material events to prevent false markets.

Issuer eligibility for Indian Depository Receipts: listing, regulatory compliance and disclosure standards govern permissible IDR issues.
Chapter VIA supplements the IDR Rules by prescribing an integrated regulatory framework for issuance of Indian Depository Receipts (IDRs), including issuer eligibility (home listing, regulatory non-prohibition, compliance record), investor restrictions and subscription mechanics, mandated minimum subscription and refund/interest obligations, comprehensive prospectus and abridged prospectus disclosure requirements covering offer terms, risk factors, audited financial statements with GAAP reconciliation, capital structure, use of proceeds, governance and investor grievance redressal, and procedural certifications and filings by Merchant Bankers and intermediaries.

Disclosure rationalization for listed issuers allows abridged rights offer documents and conditional omission of detailed disclosures.
Amendments permit listed issuers meeting specified periodic filing and investor grievance criteria to omit certain detailed disclosures from prospectuses and letters of offer if certified by the Lead Merchant Banker and accompanied by an undertaking and public availability of the immediately preceding offer document; authorise abridged letters of offer for rights issues with prescribed contents; allow rights issue pricing before record date in consultation with the Designated Stock Exchange and fixed price public issue pricing prior to prospectus filing with ROC; permit further share issues after draft filing if total capital to be raised is fully disclosed; and clarify that the one year lock in runs from allotment.

Investment restrictions for securitised debt clarified: originator-level investment limits do not apply to securitised instruments.
Restrictions on debt securities under Clause 1 of Schedule VII to the SEBI (Mutual Funds) Regulations, 1996 do not apply at the originator level for investments in securitised debt; mutual funds' investments in mortgage backed and asset backed securities therefore need not be subject to originator level exposure caps. This clarification is issued to all registered mutual funds and AMFI under Regulation 77 of the SEBI (Mutual Funds) Regulations, 1996.

NAV upload deadline extended; delayed publications require press disclosure, written explanation to AMFI, and compliance reporting.
Mutual funds must upload scheme NAVs, including Fund of Funds, to AMFI and their own websites by a revised evening deadline; if NAVs are not available before the next business day a press release explaining the delay and expected publication timing is required; delays beyond the evening deadline require a written explanation to AMFI; bi monthly Compliance Test Reports must record days of non compliance with reasons and corrective actions.

Anti-money laundering reporting obligations require intermediaries to preserve records and file CTRs and STRs promptly.
Intermediaries must comply with PMLA rules by designating a Principal Officer and notifying FIU IND; maintain and preserve Rule 3 transaction records and client identity records for ten years; implement a client identification program under Rule 9; and report monthly Cash Transaction Reports by the 15th of the succeeding month and Suspicious Transaction Reports within seven days, with the Principal Officer responsible for timely submission and for recording reasons for suspiciousness. Confidentiality must be maintained, no tipping off or account restrictions on account of an STR, and Principal Officer details must be submitted to FIU IND.

Electronic Clearing System refunds: depositories must maintain real-time MICR and bank details to secure accurate refund credits.
Use of the Electronic Clearing System for refunds requires depository participants to update applicants' MICR codes and other bank details in depository databases on a real-time basis to prevent failed or incorrect ECS credits; depositories must issue instructions to DPs, amend bye-laws as necessary, and report implementation status to the regulator.

Eligibility criteria for derivatives: post-restructured IPOs may qualify for derivatives trading from their first day of listing.
Where a post-restructured company launches an Initial Public Offering, the same eligibility criteria for introduction of derivatives applicable to standard IPOs shall apply to the post-restructured company from its first day of listing, permitting immediate consideration of derivative contracts on the listed equity.

Delisting notice requirements now mandate public disclosure of fair value determined by exchange-appointed experts under amended guidelines.
Stock exchanges may delist securities after considering representations from aggrieved persons and, upon delisting, must give wide public notice through newspapers and exchange notice boards/trading systems that disclose the fair value of the security. Fair value must be determined by persons appointed by the exchange from a panel of experts selected by the exchange, having regard to factors set out in the takeover regulations. A prior procedural clause has been omitted to streamline the delisting process.

Gold Exchange Traded Funds restricted to investments in gold and specified gold instruments, with custody and liquidity rules governing deployment.
Gold exchange traded fund schemes are defined and authorised to invest primarily in gold or gold related instruments (as specified by the Board). Money raised under a Gold ETF must be invested only in gold or gold related instruments except as necessary for liquidity disclosed in the offer document; pending investment, funds may be placed in short-term deposits of scheduled commercial banks. Custody of gold assets may be held by a bank registered as a custodian. Recurring storage and handling expenses are permitted, and initial issue expenses are capped by regulation.

Refund modes in public issues: electronic transfers permitted, with ECS mandated in specified centres and timing obligations for file transfer.
SEBI amended the DIP Guidelines to allow refunds by ECS, Direct Credit, RTGS and NEFT; applicants in specified RBI clearing house centres will receive refunds by ECS unless eligible for Direct Credit or RTGS. Registered bankers must coordinate with registrars to ensure electronic refund files are transmitted to the clearing system within the time prescribed in Clause 6.13.2.26 of the Guidelines.