Investor grievance redressal expansion: stock exchanges must establish regional grievance and arbitration centres and report implementation.
Requires major stock exchanges to expand the Investor Grievance Redressal Mechanism and establish arbitration and appellate arbitration at additional regional centres, ensuring compliance with applicable SEBI circulars, provision of adequate infrastructure and manpower, dissemination to brokers, coordinated amendments to bye-laws for uniformity, and reporting implementation status to SEBI in the Monthly Development Report.

Buy-back disclosure requirements: Mandatory standardised Letter of Offer disclosures ensure equitable treatment and clear buy-back procedures.
The circular mandates a standardized Letter of Offer for buy-backs requiring comprehensive, clear disclosures on buy-back mechanics, timelines and eligibility; submission of a Due Diligence Certificate by the Merchant Banker; dispatch of the Letter of Offer and tender form within five working days of SEBI comments; opening the offer within five working days of dispatch and keeping it open for ten working days; disclosure of escrow arrangements, sources of funds, capital structure and pre/post buy-back shareholding; procedures for demat and physical shareholders; auditors' certificate; and investor remedies and taxation notes.

Minimum public shareholding: IPP and secondary market promoter sales recognised; disclosure rules expanded for warrant proceeds.
Clause 40A is revised to permit meeting minimum public shareholding via an Institutional Placement Programme and to provide for sale of promoter-held shares through the secondary market in accordance with a specified circular, with certain provisos and explanations omitted. Clauses 43 and 43A are amended to require that statements on fund utilisation also cover funds raised on conversion or exercise of warrants issued with public or rights issues of specified securities. The amendments must be incorporated into existing Listing Agreements and take immediate effect under the regulator's statutory powers.

Offer for Sale by promoters: exchange window enabling transparent promoter dilution with upfront cash collection and T+2 settlement.
SEBI establishes a stock-exchange based offer for sale mechanism permitting promoters to dilute holdings via a dedicated intra-day window on designated exchanges. Sellers must meet eligibility and lock-out conditions; offers require prior announcement of exchange, timing, allocation methodology, quantity, brokers, and floor price procedures. Operationally, the offer runs for one trading day with a separate window, limit orders only, real-time indicative price dissemination, 100% upfront cash collection for buy orders, pre-payin of offered shares by sellers, reserved allocation for certain institutional bidders, and trade-for-trade settlement completed by T+2.

Qualified Depository Participant eligibility revised - new criteria and five working day fund retention for QFI investments.
Revised eligibility for a SEBI-registered Depository Participant to act as a qualified Depository Participant requires minimum net worth of Rs. 50 crore; status as a clearing bank or clearing member; appropriate receipt/remittance arrangements with an Authorised Dealer Category I bank; systems to comply with FATF and PMLA requirements and SEBI circulars; and prior SEBI approval before opening QFI accounts. The circular also sets the maximum retention period for QFI funds in the single rupee pooled account and for dividend remittances at five working days, permitting use of credited dividends for fresh mutual fund purchases within that period.

Composition of arbitration committees: trading member representation prohibited; exchanges must amend bylaws and report implementation.
Arbitration committee composition is revised so that the arbitration committee/panel of all stock exchanges shall not comprise any trading members. Exchanges must amend their bye laws, notify and disseminate the change to members and on their websites, and communicate implementation status in Monthly Development Reports; the circular takes effect immediately under regulatory statutory powers to protect investor interests.

Investor grievance redressal mechanism mandated, requiring independent committees and expanded investor service centres for improved investor protection.
SEBI mandates establishment of Investor Grievance Redressal Committees (IGRC) at investor service centres for specified exchanges, prescribing single-member panels for smaller claims and three-member panels for larger claims with at least one technical expert; members must be independent, meet specified professional qualifications, comply with disclosure and code of conduct requirements, and exchanges with nationwide terminals must expand investor service centres and report progress to SEBI monthly.

Trade controls for IPO trading: first-day post-call-auction price bands and TFT trading enforced in normal session
SEBI requires normal trading for IPO and re listed scrips on the first trading day to commence only after the Call Auction, with first day price bands set by issue size and anchored to the Call Auction equilibrium price or the issue price if no equilibrium is discovered. IPO and re listed scrips must trade in the TFT segment for the first ten days; re listed scrips that yield no equilibrium price in the Call Auction must continue in Call Auction sessions until price determination. Exchanges must implement systems, amend rules, disseminate the measures and report implementation to SEBI.

Call auction in pre-open session extended to IPOs and re-listed scrips, with order restrictions and risk-management checks enforced.
SEBI requires a 60-minute pre-open session call auction on the first trading day for IPO and specified re-listed scrips: order entry, order matching and buffer phases; market orders are prohibited and no price bands apply; matched orders follow existing order-matching and risk-management rules; unmatched IPO orders move to normal trading at limit price while unmatched re-listed orders are either moved or cancelled depending on equilibrium price discovery.

Qualified Foreign Investor direct equity access subject to single demat account, DP compliance and strict investment limit monitoring.
The circular authorises Qualified Foreign Investors to invest directly in listed and public issue equity in India subject to KYC, FATF and IOSCO MMOU compliance; investments must be held in a single demat account with a SEBI approved Qualified Depository Participant that meets capital, clearing, banking and AML/PML standards, maintains segregated single rupee pool accounts, ensures use of one designated overseas bank account for inward and outward flows, enforces one account per QFI and prohibits opaque structures and offshore derivative instruments; DPs must report daily to depositories, with depositories monitoring and publicly disseminating ISIN wise QFI holdings and enforcing individual and aggregate investment limits.

Disclosure of track record required for merchant bankers, posted on websites and referenced in offer documents.
Merchant bankers must disclose the track record of public issues they managed for three financial years from the date of listing, in the format prescribed, by publishing it on their website and referencing that disclosure in future offer documents. All merchant bankers who have signed the due diligence certificate in an offer document must disclose the track record for issues they managed. The requirement applies immediately to newly listed issues and, for past issues within the prior three years, must be complied with by the circular's specified deadline. The circular is issued under Section 11(1) for investor protection and market regulation.

Re-investment period for FII debt limits withdrawn; existing holders get time-limited transitional reinvestment subject to thresholds.
Re-investment period for FII/sub-account debt limits is withdrawn for all new allocations: limits acquired henceforth will lapse on sale or redemption and be reallocated by subsequent bidding. Existing holders retain reinvestment rights only until either specified sales from their current portfolio breach a defined multiple of portfolio size as at the circular date or a two-year cutoff, after which sales/redemptions will cause limits to lapse and require reallocation. Long-term infrastructure debt has parallel rules including lock-in transfer options and time-limited transfer/redemption flexibilities.

Exchange-traded derivatives: consolidated rules on contract design, VaR-based margining, exposure limits and real-time market surveillance.
The circular prescribes a consolidated regulatory framework for exchange-traded derivatives covering standardized contract design and listing procedures, portfolio-based margining using worst-scenario VaR methodologies with specified scan ranges and minimum margins, collateral valuation and haircut rules, real-time margin collection and exposure limits tied to clearing members' liquid net worth, and comprehensive surveillance, unique client coding, position limits and governance standards for exchanges, clearing corporations, trading members and clients.