Issuers must submit security cover, guarantor and valuation reports to debenture trustees within specified periodic timelines.
Issuers must submit specified periodic reports to Debenture Trustees to enable continuous due diligence: Security Cover Certificates quarterly (within 60 days of quarter end; 75 days for last quarter); statements of pledged securities, Debt Service Reserve Account values, and net worth certificates of personal guarantors half yearly (within 60 days); audited guarantor financials annually (within 60 days); and valuation and title search reports once every three years (within 60 days). These timelines take effect from the quarter ended December 31, 2025.

Eligibility criteria for derivatives on non-benchmark indices require exchanges to adjust constituents and weights with revised deadlines.
Implementation of eligibility criteria for derivatives on Non-Benchmark Indices requires stock exchanges to achieve compliance through constituent and weight adjustments in existing indices, with single-tranche adjustments permitted for BANKEX and FINNIFTY and a phased four-tranche rebalancing mandated for BANKNIFTY. The phased approach mandates iterative recalculation and proportional reduction of excess weights among top constituents, redistribution of excess to other constituents subject to prudential norms, and implementation of exchange systems, market notifications and rule amendments to meet revised timelines.

Qualified Stock Brokers' timeline for implementing optional T+0 settlement systems extended; new date to be notified.
SEBI has further extended the compliance timeline for Qualified Stock Brokers to implement systems and processes enabling investor participation in the optional T+0 settlement cycle; the revised effective date will be intimated later and all other provisions of the December 10, 2024 circular remain unchanged.

Certified past performance may be shared with clients if ICAI/ICMAI certified, limited to one-to-one requests and templates.
Interim permission allows Investment Advisers and Research Analysts to provide past performance data certified by a member of ICAI or ICMAI for periods prior to PaRRVA operationalisation, only on specific client request and on a one-to-one basis, not publicly. Such providers must enrol with PaRRVA within a specified period after its launch or cease communicating certified past performance; post-operationalisation performance must use PaRRVA-verified metrics. All communications must include a prescribed disclaimer and follow templates to be issued by the supervisory bodies. Non-compliance may attract enforcement measures under applicable intermediaries regulation.

Second opinion fees allowed for assets under prior distribution arrangements, with capped advisory charge and annual client consent.
IAs may charge advisory fees, under AUA mode, on client assets subject to a pre-existing distribution arrangement when providing a second opinion, limited to 2.5% per annum. IAs must annually disclose and obtain client consent that, besides the advisory fee payable to the IA, clients will incur distributor consideration costs on those assets.

Transfer of PMS business requires regulator approval and transferee assumes all liabilities and client mandates.
Transfer of PMS business requires prior regulatory approval. Intra group transfers may be of select investment approaches or the entire business, with surrender of registration if fully transferred. Inter group transfers require a joint application, mandate complete business transfer, and require the transferee to undertake liability for all acts, deeds, pending actions, litigations and other obligations; the transferor must not onboard new clients during the process and must surrender its registration upon completion. Specified undertakings, client consents, board resolution, business transfer agreement and fit and proper declarations are required.

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.