Standardized industry classification requirement extended; CRAs must adopt exchange-published classifications and report implementation in audits.
CRAs must implement the standardized industry classification for rating, benchmarking and research; the implementation deadline has been extended and Annexure A of the earlier circular is deleted. CRAs are directed to follow the classification as reviewed and published by Stock Exchanges from time to time. Monitoring of implementation will be effected through the half-yearly internal audit process mandated for CRAs under the regulatory framework.

FPI participation in commodity derivatives enabled via FPI route, subject to risk management and position limit controls.
Permits SEBI-registered Foreign Portfolio Investors to participate in ETCDs via the FPI route for cash-settled non-agricultural commodity contracts and indices, subject to applicable risk management measures, SEBI and custodian regulations, client-level position limit norms for FPIs trading as clients, a capped share of client-level limits for FPIs that are individuals, family offices or corporates, and additional safeguards that stock exchanges or clearing corporations may prescribe.

Preferential issue rules for REITs updated: listing duration and strict conditions for sponsor allotment of unsubscribed units.
The circular amends REIT preferential-issue rules: units of the same class proposed to be allotted must be listed for at least six months prior to the notice calling the unitholders' meeting; institutional investors who are sponsors, managers, related parties, or associates are barred from allotment, except that sponsors may be allotted the unsubscribed portion of an institutional placement only where most of the issue is otherwise subscribed, the issue's object is acquisition of assets from that sponsor, allotted units to the sponsor are subject to the prescribed lock-in, and unitholder approval is secured.

Listing requirement for units requires prior continuous listing; sponsor allotment restricted, allowed for unsubscribed portion with conditions.
Units proposed for allotment must have been listed on a stock exchange for at least six months prior to issuance of the meeting notice. No allotment shall be made, directly or indirectly, to any institutional investor who is a sponsor, investment manager, or related person/party/associate of the sponsor or investment manager. Provided that the sponsor may be allotted the unsubscribed portion in an institutional placement only if specified conditions are satisfied: substantial subscription of the issue, acquisition of assets from the sponsor, lock in of units allotted to sponsor, and unitholder approval for such allotment.

Credit enhancement disclosures require supported and unsupported ratings to be published, with due diligence and enforceability verification.
For ratings that consider any specified support consideration, CRAs must publish both the unsupported rating (excluding explicit support) and the supported rating (including the support) in the press release, provide a detailed explanation of security covenants, conduct independent due diligence and, where warranted, obtain external legal opinion, and verify that the support is unconditional, irrevocable and legally enforceable, that the support provider has adequate financial strength, and that the provider's probability of default remains lower than the issuer's for the life of the ratings.

Daily Price Limits modification permits staged relaxations with cooling-off and notice when international markets exceed domestic ranges.
Exchanges may relax Daily Price Limits when international prices move beyond the aggregate DPL range versus domestic close: relaxations may be implemented in successive stages (3% increments) with a 15-minute cooling-off period, accompanied by market notice and justification. In exceptional circumstances of extreme international movement, exchanges may directly relax DPL to the required level with notice. All such instances must be reported to the regulator in the monthly development report; breach of a slab is not required. The amendment is effective immediately and prior circular terms otherwise remain.

Multiple Investment Managers registrations permitted for FPIs; separate DDP appointments allowed, but investments will be clubbed for limit monitoring.
A foreign portfolio investor using a Multiple Investment Managers structure may obtain separate FPI registrations naming each investment manager and may appoint different Designated Depository Participants for each registration; however, investments under those multiple registrations will be aggregated for monitoring investment limits.

Commercial paper issuance by listed InvITs allowed subject to banking issuance norms, securities listing requirements and debt-limit compliance.
Listed InvITs with the requisite net worth may issue and list commercial paper provided they comply with banking issuance norms and directions governing commercial paper, adhere to securities listing requirements for non-convertible instruments and related circulars, and ensure such issuances remain within the overall debt limit prescribed for InvITs.

Listed commercial papers by REITs permitted subject to commercial paper guidelines, listing conditions and overall debt limits.
REITs meeting the prescribed net worth threshold may issue listed commercial papers provided they comply with the Commercial Paper Guidelines of the central banking authority, the listing conditions under the non-convertible securities listing regulations, and remain within the overall debt limit prescribed by the REIT regulatory framework.

Firewall between credit rating agencies and affiliates strengthens separation, disclosure, and prohibition on shared rating scales.
CRAs must adopt and board-ratify a documented separation policy addressing shared infrastructure or personnel, measures to preserve independence of the credit rating process, and employee guidance to mitigate conflicts; disclose any common director or chief executive on the CRA website with monthly updates and archives; prohibit non-rating entities from using prescribed credit rating scales; maintain separate websites for CRA and non-rating entities; report compliance within one quarter of applicability and submit to half-yearly internal audit monitoring.

Validation of Pay-In instructions: depositories must match client transfer details to clearing obligations before crediting TM Pool accounts.
Depositories must validate Pay-In transfer instructions from client demat accounts to Trading Member Pool accounts by matching instruction details (UCC, TM ID, CM ID, Exchange ID, ISIN, quantity, settlement details) against client-wise net delivery obligations provided by Clearing Corporations; matched instructions shall be executed and unmatched instructions rejected, with partial processing where instructed quantity exceeds obligation and the existing block mechanism maintained for Early Pay-In transactions.

Social Stock Exchange framework requires NPOs and social enterprises to meet registration, disclosure, and audited impact-reporting standards.
The circular establishes a regulatory structure for a Social Stock Exchange requiring NPOs, Social Enterprises and Social Impact Funds to meet eligibility criteria (Indian registration, valid tax certificates, minimum three-year track record, and minimum fund flows) and to comply with standardized initial disclosures for fundraising and annual/quarterly reporting. Registered entities must publish audited financials, governance and operational disclosures, and SEs must file a duly audited Annual Impact Report detailing strategy, baseline, metrics, beneficiary validation, risks and mitigation; Social Auditors must audit AIRs.

Algorithmic trading marketing restrictions: brokers prohibited from citing past or expected returns, must remove claims and report compliance.
Stock brokers providing algorithmic trading services shall not directly or indirectly refer to past or expected future return/performance of an algorithm or associate with platforms that do; brokers using or associated with such references must remove them or disassociate within seven days. Stock exchanges must put in place procedures, amend bye laws, notify brokers, monitor compliance with these prohibitions and submit a compliance report to SEBI within sixty days. The measures are effective immediately and non compliance may invite regulatory enforcement to protect investor interests.

Karta succession in HUF: upon death the new Karta replaces the deceased in the demat beneficial owner account.
The circular mandates that upon the death of a HUF Karta, the deceased Karta's name in the Beneficial Owner account shall be replaced by the new Karta, who shall be the eldest coparcener or a coparcener appointed as Karta by agreement among all coparceners. Depositories must amend bye-laws, effect system changes, publish the circular on their websites and report implementation status in their Monthly Development Report; other provisions of the referenced Master Circular remain unchanged.

Limits on related party investments require client consent and disclosure, with rebalancing and credit rating restrictions for portfolio managers
SEBI requires Portfolio Managers to comply with prudential ceilings on direct investments in securities of their associates/related parties, obtain one time prior positive consent from clients (allowing dissent or lower limits), rebalance portfolios within 90 days after passive breaches unless waived by client consent, restrict investments in below investment grade debt/hybrid securities (with narrower exceptions for non discretionary managers), and provide detailed disclosures and updates in periodic reports and the Disclosure Document.

Preferential issue pricing for REITs tightened to higher VWAP benchmarks and faster listing or refund remedies.
Post-allotment units must be listed within two working days; if not listed, monies must be refunded through verifiable means within four working days and unpaid amounts become jointly and severally repayable by the REIT, its manager and defaulting officer with specified interest. Pricing for frequently traded units requires application of prescribed volume weighted average price benchmarks, and institutional placements to a capped number of institutional investors must meet the shorter-term VWAP floor. Preferential allotment is barred to persons who sold units during the pre-relevant-date period, with a specific exception for consideration in asset acquisitions.

Preferential issue pricing for InvITs now tied to VWAP benchmarks and stricter listing and refund liabilities.
The circular amends preferential issue and institutional placement rules for listed InvITs: units must be listed within two working days post-allotment or monies refunded within four working days with joint and several liability for repayment and interest; pricing for preferential issues is tied to volume-weighted average price benchmarks for frequently traded units and for limited institutional placements; definitions of relevant date, relevant stock exchange and frequently traded units are specified; and sponsors who transacted in the prescribed period are ineligible for preferential allotment except when units are issued as full consideration for asset acquisition.

Associate disclosure requirement: AMCs must publish ISIN-wise holdings and AUM percentage for excluded entities each quarter.
SEBI requires AMCs to disclose, within one month of each quarter-end, ISIN-wise value and percentage of AUM for scheme-wise investments in entities excluded from the revised definition of associate, to be published on the AMC and AMFI websites.

Enhanced disclosure obligations require CRAs to standardize sharp-rating reports, formalize non-cooperation rules and publish machine-readable transparency.
CRAs must treat a downgrade of three or more notches between two consecutive rating actions as a sharp rating action and disclose such events including and excluding non-cooperative issuers; adopt detailed INC policies with three consecutive months of non-submission of No-Default Statements as grounds to tag ratings as INC (to be tagged within seven days) while retaining earlier migration discretion; assign ratings in withdrawal press releases except in limited exceptions; permit withdrawal of perpetual debt ratings subject to continuous rating and undertakings from issuer and other CRAs; publish rating transition matrices both excluding and including withdrawn/INC ratings (with withdrawn proportions) and provide machine-readable disclosures with a ten-year archive and separate cumulative default rates including/excluding INCs.

Account Aggregator framework requires Financial Information Providers to share customer financial data only on valid consent artefacts with digital signing.
FIPs in the securities markets must share specified financial information only upon receipt and verification of a valid electronic consent artefact from the customer via an AA, digitally sign and transmit that information in real time, implement interfaces to authenticate consent artefacts, verify digital signatures, maintain logs of sharing requests and adopt published technical specifications and IT safeguards to ensure secure, scalable data flows to AAs.