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Circulars
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Master Circular for Infrastructure Investment Trusts (InvITs)
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InvIT compliance framework: consolidated rules for filings, public offers, financial disclosures and NDCF reporting under SEBI circular.
Master Circular consolidates SEBI guidance for InvITs, mandating online filings, merchant banker and intermediary due diligence, detailed public issue procedures including ASBA/UPI bidding, allocation and listing timelines, and comprehensive financial disclosure and audit requirements. It prescribes preparation and certification of combined/proforma statements, a precise NDCF computation and distribution framework at SPV/HoldCo/Trust levels, continuous reporting formats and timelines, investor grievance mechanisms, and rules for strategic, preferential and debt issuances, with an Investor Charter and list of superseded circulars.
Ease of Doing Investment – Special Window for Re-lodgement of Transfer Requests of Physical Shares
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Special window for re-lodgement of physical share transfer requests opens, enabling transfer-cum-demat issuance and reporting obligations.
A special window from July 7, 2025 to January 6, 2026 permits re-lodgement of physical share transfer deeds lodged before April 1, 2019 that were rejected/returned/deficient; re-lodged requests will be processed by due process and issued only in demat mode through transfer-cum-demat. Listed companies, RTAs and stock exchanges must publicize the window bi-monthly, maintain focused teams, and submit monthly reports on publicity and shares re-lodged in the Annexure-A format.
Extension towards Adoption and Implementation of Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs)
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Compliance extension for cybersecurity framework granted to regulated entities, with specified exclusions and immediate effect.
SEBI extends the compliance deadline for the Cybersecurity and Cyber Resilience Framework (CSCRF) by two months to August 31, 2025 for all regulated entities except Market Infrastructure Institutions, KYC Registration Agencies, and Qualified Registrars to an Issue and Share Transfer Agents; stock exchanges and depositories must notify members and publish the circular, which comes into force immediately and is issued under Section 11(1) for investor protection and market regulation.
Master Circular for Research Analysts
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Regulation of Research Analysts consolidates compliance, disclosure, fees cap and RAASB oversight, reshaping registration and reporting rules.
SEBI's Master Circular consolidates all RA related circulars up to June 20, 2025, clarifies registration and qualification rules for full time and part time Research Analysts, prescribes deposit and fee governance, mandates client level segregation, disclosure of AI use, KYC and record retention, annual compliance audits, model portfolio and proxy advisor procedural frameworks, operationalises RAASB (initially BSE) for administration and supervision, sets prior approval process for change in control and outsourcing principles, and prescribes advertising, cybersecurity, reporting and investor grievance disclosure obligations.
Master Circular for Investment Advisers
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Regulatory consolidation for investment advisers: unified compliance framework sets segregation, agreement, fee, audit and supervision obligations.
This Master Circular consolidates SEBI circulars for Investment Advisers into a unified compliance framework: it mandates client level segregation of advisory and distribution activities with PAN as control, prescribes mandatory written agreements incorporating standardized MITC (including no execution without client consent and limits on fee modes), sets permitted fee modes and related limits and payment channels, requires comprehensive records, annual compliance audit and public disclosure of audit status, prescribes registration, governance and audit obligations, details administration and supervision by recognised IAASB/RAASB (with BSE recognised), and imposes conduct, advertising, outsourcing, cybersecurity and reporting requirements.
Timelines for rebalancing of portfolios of mutual fund schemes in cases of all passive breaches
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Passive breach timelines extend to all passive deviations for actively managed mutual fund schemes under SEBI rules.
Timelines for rebalancing prescribed under paragraph 2.9 of the Master Circular shall apply to all passive breaches in the portfolios of actively managed mutual fund schemes. Passive breaches-resulting from corporate actions, price movements, maturities, large redemptions, etc.-are distinguished from active breaches, and will be addressed through the existing rebalancing framework while maintaining other prudential limits and regulatory treatment.
Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions”
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Related Party Transaction disclosure: standardized minimum information required for audit committee and shareholders' approval under listing obligations framework.
SEBI incorporates Industry Standards into the Master Circular to require listed entities to provide a standardized minimum set of information to the audit committee and to include specified details in shareholder explanatory statements when seeking approval of Related Party Transactions, aligning these requirements with Regulation 23 of the listing obligations and disclosure framework.
Master Circular for Registrars to an Issue and Share Transfer Agents
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Master Circular consolidates SEBI rules for RTAs on registration, investor service standards, IPO reconciliation, and cyber resilience.
Master Circular consolidates SEBI instructions for RTAs: it supersedes prior RTA circulars and prescribes online registration, prior approval for change in control, mandatory agreements with issuers, records retention, half yearly net worth and compliance reporting, mandatory PAN/KYC for physical folios, standardized investor service processes (including Letters of Confirmation and Suspense Escrow Demat Accounts), URN based online portals for service requests, RTA responsibilities in primary market allotment/reconciliation and UPI/ASBA flows, and enhanced cyber security, BCP/DR and governance requirements for QRTAs.
Master Circular for Stock Brokers
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Stock brokers: SEBI master circular updates registration, supervision, client fund safeguards, system audits and QSB obligations.
SEBI issues an updated Master Circular for Stock Brokers consolidating prior circulars to June 10, 2025, superseding the August 09, 2024 master circular and rescinding specified prior circulars while preserving prior actions and liabilities. It prescribes registration and membership rules (including LLP admission and single registration), risk based inspections, half yearly internal audits and system audit regimes with web based monitoring, G Principle monitoring of client funds, an Early Warning Mechanism for diversion of client securities, and enhanced obligations for Qualified Stock Brokers covering governance, cyber security, business continuity and investor services.
Review of provisions relating to Product Advisory Committee (PAC)
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Product Advisory Committee meeting frequency revised: exchanges to convene PACs twice yearly, agricultural PACs at least annually.
SEBI requires Product Advisory Committees for each commodity group to meet at least twice a year, while PACs for agricultural commodities shall meet at least once a year. The revision to the Master Circular on Commodity Derivatives is effective immediately, and stock exchanges must notify members and disseminate the change on their websites. The circular is issued under Section 11(1) of the SEBI Act for investor protection and market regulation.
Investor Charter Infrastructure Investment Trusts (InvITs)
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InvITs must publish an Investor Charter and monthly complaint disclosures, comply with reporting timelines and grievance processes.
SEBI mandates an Investor Charter for InvITs requiring BIA and InvITs to prominently disseminate and periodically update the Charter; registered InvITs must disclose monthly complaint data and redressal status on their websites by the 7th of the succeeding month using the Annexure-B format, comply with specified governance, reporting, valuation and distribution obligations, adhere to borrowing thresholds with unit-holder approval and credit-rating conditions where applicable, and implement prescribed grievance redressal procedures including escalation to SCORES and ODR.
Investor Charter Real Estate Investment Trusts (REITs)
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Investor Charter for REITs requires publication of grievance data and strict timelines for disclosures and investor services.
SEBI mandates an Investor Charter for REITs requiring IRA and all registered REITs to publish and display the Charter, communicate it to investors, and review it periodically. REITs must disclose quarterly and annual complaint data and trends on their websites in the Annexure-B format, updating such data by the 7th of the succeeding month. The Charter prescribes investor service timelines, reporting obligations, a grievance escalation path including SCORES and SMART ODR, and assigns monitoring and facilitation duties to the IRA. The circular is effective immediately.
Adoption of Standardised, Validated and Exclusive UPI IDs for Payment Collection by SEBI Registered Intermediaries from Investors
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SEBI-registered intermediaries must adopt standardized validated UPI IDs with @valid handles for investor payments and QR verification.
SEBI requires investor-facing intermediaries to obtain standardised, validated UPI IDs comprising a Username with a prescribed category suffix and an NPCI-allocated @valid handle tied to self-certified syndicate banks. Usernames must be created via SEBI's utility, banks allocate handles after due diligence, and intermediaries must publish QR codes showing a white thumbs-up in a green triangle. The @valid handles are exclusively for merchant category code 6211 payment collection, transaction limits follow NPCI caps, and the framework includes a "SEBI Check" tool for investor verification; availability for investors begins October 1, 2025.
Extension of timeline of additional liquidation period for VCFs migrating to SEBI (Alternative Investment Funds) Regulations, 2012
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Extension of additional liquidation period for migrating VCFs grants more time for unwinding pre-migration schemes under AIF rules.
Extension of the additional liquidation period for VCFs migrating to the AIF Regulations is granted until July 19, 2026 for schemes whose liquidation period has expired but remain unwound; all other migration conditions from the August 19, 2024 circular remain unchanged, and the last date to apply for migration to SEBI remains as previously specified. The extension is effective immediately under SEBI's regulatory powers to oversee AIF migration and protect investor interests.
Framework for Environment, Social and Governance (ESG) Debt Securities (other than green debt securities)
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ESG debt securities framework requires labelled social, sustainability, and linked bonds to meet disclosure, tracking and independent review obligations.
Framework prescribes conditions for issuance and listing of labelled ESG debt securities (social bonds, sustainability bonds, sustainability-linked bonds) requiring that proceeds fund projects aligned with recognised standards; social and sustainability bonds must meet specified initial and continuous disclosures, tracking and external auditor verification; sustainability-linked bonds must link financial/structural terms to predefined KPIs and SPTs with ongoing KPI reporting; issuers must mitigate purpose-washing and appoint independent third-party reviewers with defined scope and independence.
Limited relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
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Relaxation of Regulation 58(1)(b) compliance permits web-link disclosure in advertisement instead of hard copies for non-convertible securities.
SEBI provides a conditional relaxation from the hard copy requirement under Regulation 58(1)(b) of the LODR Regulations for issuers of listed non convertible debt securities who complied with MCA General Circular No.09/2024; no penal action will be taken for non dispatch between October 01, 2024 and June 05, 2025. For June 06, 2025 to September 30, 2025, similar relief is granted provided the issuer's advertisement under Regulation 52(8) discloses a web link to the statement of salient features mandated by Section 136 of the Companies Act, 2013.
Margin obligations to be given by way of Pledge/Re-pledge in the Depository System
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Margin pledge invocation cum sale: depositories to enable single instruction pledge release and early pay in functionality for pledged securities.
Depositories must implement an automated single instruction mechanism-'pledge release for early pay in'-to release pledges and set early pay in blocks when clients sell margin pledged securities, subject to pay in validation by clearing corporations. Invoked securities (except non exchange mutual fund units) will be blocked for early pay in with an audit trail in the TM/CM's pledge account; invoked non exchange MF units will be moved and auto redeemed via an 'invocation cum redemption' facility. TM/CMs must ensure same day pay in where client trading privileges are frozen. Amendments take effect September 05, 2025, with operating guidelines by July 01, 2025.
Investor Charter for Research Analysts
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Investor Charter obligations require research analysts to publish disclosures and report monthly complaint data for transparency and redress.
SEBI requires research analysts to publish and provide the Investor Charter, disclose material information including conflicts and AI use, maintain client interaction records, protect confidentiality and data privacy, and disclose service timelines. Research analysts must publish monthly complaint data in the Annexure B format by the seventh of the succeeding month, strive to resolve grievances within twenty one days, enable filing via SCORES 2.0 or RAASB with two level review and offer recourse to online dispute resolution, and separately address impersonation complaints per prescribed processes.
Investor Charter for Investment Advisers
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Investor Charter disclosure obligations require advisers to publish the charter and monthly complaint data, with immediate effect.
SEBI updates the Investor Charter for Investment Advisers, rescinds the prior 2021 circular and amends the Master Circular, effective immediately. Advisers must publish the Charter (Annexure A) on websites, apps and offices, provide copies at onboarding, disclose registration and complaint status, and report monthly complaint data in the Annexure B format by the 7th of the succeeding month. Requirements include written agreements with fee and conflict disclosures, unbiased risk profiling, record keeping, disclosure of AI usage, and prescribed grievance redressal pathways via SCORES 2.0, IAASB review and SMARTODR.
Measures for Enhancing Trading Convenience and Strengthening Risk Monitoring in Equity Derivatives
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FutEq Open Interest reform strengthens position limits and intraday monitoring to protect derivatives market integrity.
SEBI requires delta adjusted portfolio level Open Interest (FutEq OI) for futures and options, recalibrates Market Wide Position Limits (MWPL) for single stocks tied to cash market delivery liquidity, and mandates end of day and intraday monitoring against 95% MWPL. During MWPL ban periods, entities must reduce end of day FutEq OI (delta) rather than change sign; passive price driven increases are excluded. Stock Exchanges and Clearing Corporations must prepare joint SOPs with SEBI for monitoring, intraday snapshots, penalty frameworks, and operationalise position limits and glide path arrangements for index derivatives.

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