Legal Entity Identifier requirement for issuers mandates LEI reporting and ISIN mapping at issuance and for existing listings.
Introduction of Legal Entity Identifier (LEI) requirement mandates that issuers of listed non-convertible securities, securitised debt instruments and security receipts obtain and report LEI: outstanding issuers must report to the Centralized Database or Depositories by the compliance deadline, while issuers of new issues must report LEI at the time of ISIN allotment. Depositories must map LEI to existing ISINs within the prescribed window and link LEI to ISINs at activation for future issuances.

Custodian regulation requires online registration, detailed daily transaction reporting, vault security standards, and AI/ML disclosures.
SEBI's Master Circular consolidates custodian obligations: online registration via SEBI Intermediary Portal; mandatory integration with clearing/settlement systems; quarterly vault specification submissions referencing RBI technical standards; and extensive scheduled reporting - daily DTR/DTS (XML) with ISIN-based identification and unique trade IDs, fortnightly ISIN-wise AUC, fortnightly debt reports, monthly AUCs, maturity-wise debt breakups, quarterly operational reports, audited annual accounts/networth certificates, and annual expert system reviews - together with prescribed file formats, coding conventions, amendment/deletion procedures, and penalties for non-compliance.

Asset freezing under the WMD Act: exchanges and intermediaries must block and report designated parties promptly.
Stock exchanges and registered intermediaries must maintain and update a Designated List, screen clients at onboarding and periodically, and on any match immediately withhold transactions and notify the Chief Nodal Officer with full particulars of funds, financial assets or economic resources involved. They must file Suspicious Transaction Reports with FIU-IND and send copies of such communications to SEBI's Nodal Officer. The CNO will verify reported matches and, if confirmed, issue freezing directions under Section 12A to prohibit making funds or services available to designated persons, with procedures for exemptions and inadvertent freezes.

Restriction on bank guarantees created from client funds limits new guarantees and mandates wind down with enhanced reporting and oversight.
Stock brokers and clearing members are prohibited from creating new Bank Guarantees funded by clients' monies and must wind down existing such guarantees by the prescribed deadline; the prohibition excludes proprietary funds. Stock exchanges and clearing corporations must monitor positions, implement periodic reporting, submit fortnightly collateral data to the regulator, verify compliance through inspections, and require statutory-auditor certification of implementation, with exchanges amending bye-laws and reporting implementation status to the regulator. Several earlier circulars are modified to the extent inconsistent.

Digital filing of mutual fund offer documents required, with a minimum subscription window for new fund offers and an effective compliance date.
AMCs must file final offer documents (final SID and final KIM) only in digital form by emailing them to the designated filing address at least two working days prior to scheme launch, eliminating the requirement to file physical copies. All new fund offers must remain open for subscription for a minimum period of three working days; other prior provisions remain unchanged and the modifications take effect from May 01, 2023 under the regulator's statutory powers to protect investors.

Prior approval for change in control required via SEBI portal with investor relocation option and specified timelines.
An applicant Vault Manager must obtain prior approval from SEBI for any change in control by applying through the SEBI Intermediary Portal with prescribed disclosures including shareholding patterns, past SEBI registration history, regulatory or investor complaints, litigation details, an undertaking that the acquirer will honour past liabilities, and a signed fit and proper person declaration; approval, if granted, is valid for six months and the Vault Manager must notify investors and provide at least thirty calendar days to relocate physical gold prior to effecting the change.

Master Circular requirement for market infrastructure institutions to consolidate guidelines and preserve prior legal effects.
Market Infrastructure Institutions must annually consolidate subject wise guidelines into Master Circulars, include only relevant guidelines, list and rescind incorporated circulars with archiving, and include a savings clause preserving prior actions, rights, obligations, penalties, investigations and proceedings under rescinded guidelines.

Dispute resolution mechanism for LPCCs requires SEBI prescribed procedures and arbitration for clearing disputes and claims.
A Dispute Resolution Mechanism is mandated for Recognized Limited Purpose Clearing Corporations to settle disputes arising from transactions they clear and settle, in accordance with procedures prescribed by SEBI. Inter Clearing Member disputes shall be resolved by conciliation and/or a three member arbitration panel of non party Clearing Members, whose decision is final and binding subject to recourse under the Payment and Settlement Systems Act. Disputes involving Clearing Members, Clients, LPCCs, and vendors must follow SEBI prescribed mechanisms; LPCCs must notify members, publish the provisions, amend bye laws and communicate changes to the regulator.

Settlement guarantee fund contributions by issuers secure LPCC repo clearing through upfront escrow collection and transfer.
Eligible issuers must contribute upfront to the Settlement Guarantee Fund of the Limited Purpose Clearing Corporation for repo transactions; Stock Exchanges will collect the contribution on an Actual/Actual basis at allotment, hold it in escrow, disclose collection details, and transfer funds to the LPCC's bank account within one working day, with the LPCC providing illustrative calculations and notifying eligible issuers under its risk management policy.

Common Equilibrium Price adoption ensures uniform first-day trading price bands across exchanges after differing call auction outcomes.
Where separately conducted Call Auction sessions on multiple exchanges produce equilibrium prices whose percentage difference exceeds the applicable price band, exchanges shall compute a Common Equilibrium Price as the volume weighted average of those equilibrium prices, set that CEP in their trading systems, apply uniform first day price bands around the CEP, and carry forward only unexecuted pending Call Auction orders that lie within that band to the normal trading session.

Direct plan option for AIFs and trail-only distribution commissions increase fee transparency and investor choice.
SEBI requires AIF schemes to offer a Direct Plan without any distribution or placement fee and to onboard investors referred by registered intermediaries under the Direct Plan. AIFs must disclose any distribution/placement fee at onboarding. Category III AIFs may only remunerate distributors on an equal trail paid from the manager's management fee with no upfront payments, while Category I and II AIFs may pay up to one-third of distribution fees upfront and the remainder on equal trail over the fund's tenure.

Excusal or exclusion of investors: AIFs may bar participation when investor involvement breaches law or harms the fund.
An AIF may excuse an investor when legal advice indicates participation would violate law or where the investor's internal policy prohibits participation, with an obligation to report policy changes within fifteen days; partial excusal for fund investors is permitted proportional to underlying contributions. An AIF may exclude an investor if the manager concludes participation would render the scheme unlawful or materially adversely affect it, and the manager must record the rationale and supporting documents.

Transparent Use of Brand Names: regulator requires displaying registered name, registration number, contact details and disclaimer on all communications.
Intermediaries using brand names or logos must prominently display the registered name, logo, registration number and full address with telephone numbers on portals, display materials, advertisements, publications, client forms and client agreements; client communications must also include those details plus the compliance officer's and grievance officer's contact information, a mandated disclaimer that registration or certifications do not guarantee performance or returns, and intermediaries are prohibited from using the regulator's logo.

Advertisement code for investment advisers and research analysts: mandatory disclosures and prohibitions to ensure truthful, non-misleading communications.
SEBI prescribes an advertisement code for Investment Advisers and Research Analysts requiring identification details, accurate unambiguous disclosures, inclusion of a prescribed standard warning in legible font, provision of website hyperlinks for short-form media, and a prohibition on false, misleading, comparative or guaranteed-return claims; prior supervisory-body approval, suspension-based advertising bans, and five-year retention of advertisement copies are mandated.

Debenture trustees must perform prescribed due diligence, register charges, and use a depository monitoring system for securities.
SEBI consolidates operational requirements for Debenture Trustees effective April 1, 2023: mandatory online registration and designated regulatory communications; detailed due diligence and documentation obligations at appointment and security creation; requirement to verify and register charges within 30 days; issuance of prescribed due-diligence certificates; mandatory use of a depository-hosted Security and Covenant Monitoring System with unique Asset IDs for recording assets, covenants, charge registration, payment status and credit ratings; ongoing monitoring, disclosures, Recovery Expense Fund operation, investor grievance integration with SCORES, and half-yearly compliance reporting to SEBI.

Fund raising by large corporates: compliance period extended and stock exchanges directed to amend rules and notify market.
The contiguous block over which large corporates must meet the mandatory requirement to raise a minimum portion of their incremental borrowings through issuance of debt securities, reckoned from Financial Year 2021-22, is extended from two years to three years; relevant provisions of Chapter XII (paras 2.2(c) and 2.2(d)) of the NCS Operational Circular are modified. Stock exchanges are directed to notify brokers, publish the circular, amend bye laws, rules and regulations in coordination, and communicate such amendments to the regulator for uniform implementation.

Portfolio managers must implement cyber security and resilience frameworks with rapid incident reporting and annual audits.
Portfolio managers with AUM of INR 3000 crore or more must implement a board approved Cyber Security and Cyber Resilience framework covering governance (board review, Technology Committee, designated CISO), asset identification and classification, risk lifecycle controls (identify, protect, detect, respond, recover), technical and physical safeguards, annual VAPT by CERT In empanelled firms with mandated remediation, continuous monitoring, incident forensics, RTO/RPO limits, immediate incident reporting to the regulator and CERT In, quarterly reporting, periodic training and annual independent audits.

NAV disclosure timelines revised for overseas-investing mutual fund schemes, permitting next-morning or SID-specified delayed public disclosure.
The circular revises NAV disclosure timelines for mutual fund schemes investing overseas, allowing differentiated outer time limits-same-day disclosure for most schemes, next-business-morning disclosure for schemes with certain overseas exposures or ETCDs, and SID-specified timing where same-day valuation is infeasible-while requiring AMCs to value underlying assets as of the T day.

Scheme of arrangement filings by unlisted infrastructure institutions require SEBI observation before court filing, with prescribed disclosures and fees.
Unlisted Market Infrastructure Institutions proposing a scheme of arrangement must file the draft scheme with SEBI for an observation or no-objection letter before approaching any Court or Tribunal. Filings must include board approval, a registered valuer's report with a recent undertaking, an Audit Committee recommendation addressing need, rationale, synergies and shareholder impact, a SEBI-registered merchant banker fairness opinion, audited financials, auditor certification of accounting treatment, disclosures on defaults and litigation, lender NOCs where applicable, a complaints report, and a certified compliance report; the draft must be disclosed on the MII's website upon filing.

Nomination requirement for mutual fund holders gets extended, delaying folio freezing and requiring repeated compliance reminders.
Existing individual mutual fund unit holders were required to either provide nomination or opt out of nomination, with non-compliant folios originally liable to be frozen for debits. The freezing date was extended to September 30, 2023, while AMCs and RTAs were directed to send fortnightly emails and SMS guidance to non-compliant unit holders. All other provisions of the earlier nomination circulars remained unchanged.