Debt limit rationalisation consolidates government and corporate debt caps, shifts corporate allocation to on tap system with initial free allocation.
The circular consolidates FII/QFI debt categories into two caps-Government Debt and Corporate Debt-with specified subcaps for Treasury Bills and Commercial Paper. Corporate Debt allocation shifts from auction to an on tap system; FIIs may invest without purchasing limits until a pre allocation threshold is reached, after which auctions allocate remaining limits. Reinvestment restrictions do not apply to Corporate Debt while limits are on tap, and utilisation periods for auctioned allocations remain applicable. Depositories will provide daily monitoring and dissemination of debt utilisation; custodians must supply daily data. The circular is effective immediately.

Removal of original KYC document submission - agencies no longer require originals for KYC under amended regulations.
Amendment removes the requirement for clients to send original KYC documents to KYC Registration Agencies (KRAs), altering the documentary submission practice for intermediaries and reporting entities that rely on KRAs for client identity and verification records. The amendment modifies prior SEBI circulars to the extent they required original document transmission, while leaving other provisions of those circulars intact.

Electronic funds transfer requirement mandates listed issuers to use approved e-payment modes for investor cash payments.
Listed companies must use RBI approved electronic payment modes (such as ECS variants, NEFT, RTGS) directly or through their registrars and transfer agents, and must maintain requisite investor bank account particulars; depositories shall provide updated bank details for demat holders while companies/agents must collect details for physical holders. If electronic identifiers are unavailable or electronic transfers fail or are rejected, companies or their agents may use physical payment instruments that must print the investor's bank account details.

Corporate bonds and government securities as collateral permitted for FIIs, subject to rating, dematerialisation and haircut requirements.
Permits foreign institutional investors to offer corporate bonds and government securities, alongside cash and foreign sovereign securities with AAA ratings, as collateral for cash and F&O transactions, subject to SEBI and RBI stipulations. Clearing Corporations must ensure bonds are rated AA or above, dematerialised, treated as non-cash liquid assets not exceeding ten percent of total liquid assets, and subject to a fixed-percentage or VaR-based haircut with a minimum initial haircut.

Common pool arbitrator selection: automatic randomized appointments replace exchange selection and require bye law amendments with conflict of interest opt out mechanism.
Lists of arbitrators on panels of recognised national stock exchanges must be pooled centre wise into a publicly available "Common Pool," from which applicants may choose. Failing party appointment, a randomized, computer generated Automatic Process will select arbitrators in chronological order of references and issue real time alerts; exchanges must communicate appointments by the next working day. Appointed arbitrators with probable conflicts must decline and the automatic process will reselect; timeline extensions must be recorded. Fees follow existing provisions and exchanges must amend bye laws for immediate implementation.

Mutual fund product labeling requires clear scheme nature, one line objective, colour risk box and suitability disclaimer.
Mutual funds must apply standardized product labeling stating scheme nature and time horizon, a one line investment objective and product type, a colour coded risk level box (Blue low, Yellow medium, Brown high) with textual description, and a suitability disclaimer. Labels must appear prominently on initial offering forms, Key Information Memoranda, Scheme Information Documents, the common application form and scheme advertisements. The requirement applies to all existing and future schemes effective July 1, 2013, with early adoption permitted.

Information sharing obligations between debenture trustees and credit rating agencies to enable credit monitoring and investor protection.
The circular requires information sharing between debenture trustees and credit rating agencies under Section 11(1), mandating exchange of specified categories of issuer and issue-related information, use of designated email addresses for transmission, and appropriate follow-up action. CRAs must provide ratings, rationales, press releases, non-cooperation notices, withdrawal and default information; DTs must provide encumbrance and asset-cover status (half yearly), Debenture Redemption Reserve movements (annually), redemption details, defaults, restructurings, project and fund-utilisation reports, grievances and issuer non-cooperation as available.

Dematerialisation requirement enables shift from Trade-for-Trade to Rolling Settlement upon certified dematerialised public holdings and no other grounds.
Stock exchanges may shift trading in securities from Trade-for-Trade Settlement to Normal Rolling Settlement for companies that have established connectivity with both depositories, subject to: at least 50% of other-than-promoter holdings being dematerialized as per clause 35 of the Listing Agreement (certified by the RTA or, if none, by a practicing Company Secretary/Chartered Accountant), and absence of other grounds for continuation of TFTS; stock exchanges must report actions in their Monthly/Quarterly Development Reports.

Partial two-way fungibility of IDRs enables conversion between IDRs and underlying shares with specified headroom and disclosure requirements.
Partial two-way fungibility permits conversion of IDRs into underlying equity shares and reconversion into IDRs within available Headroom (original issuance less outstanding and redeemed IDRs). Future issuers face a one-year lock-in before continuous fungibility, must disclose fungibility mode (shares, sale proceeds, or both) and costs, and transfer applied IDRs to an IDR redemption account. Existing issuers must offer annual conversion availability after the first anniversary, run periodic fungibility windows with predetermined quantum, allocate excess demand proportionately, reserve a retail allocation, disclose Headroom and significant transactions continuously, and may opt into the new regime by public notice.

Gold ETF investment in bank Gold Deposit Schemes allowed, subject to policy approval and capped limits under SEBI guidelines.
SEBI designates Gold Deposit Scheme (GDS) of banks as a permitted gold related instrument for Gold ETFs, subject to: a cap of 20% of scheme assets for investment in GDS; a written AMC/trustee approved policy requiring prior trustee approval for each GDS investment and annual policy review; and a requirement that bank issued gold certificates be held only in dematerialised form.

Periodic call auction mandated for illiquid securities, with defined session mechanics and penalties to protect market integrity.
Trading in identified illiquid scrips must occur only through periodic call auction sessions with quarterly identification, two trading days' notice for entry or exit, a minimum period before exit, hourly sessions with specified windows for order entry and matching, purging of unmatched orders, intraday price bands subject to tightening for surveillance, circuit-breaker cancellation and resumption rules, and a penalty regime for self-matching collected into an investor protection fund.

Liquidity enhancement schemes for illiquid equity securities allow exchanges to appoint monitored liquidity enhancers under strict disclosure.
Permits introduction of Liquidity Enhancement Schemes in the Equity Cash market for securities meeting specified mean impact cost or "permitted to trade" criteria; LES remain until mean impact cost falls below the threshold, require 15 days' notice for discontinuation, and may be adopted by other exchanges only for the initiating period. Exchanges must secure Board approval, monitor LES quarterly, define liquidity enhancer obligations, ensure transparency and compliance, disclose schemes and monthly outcomes, limit incentive forms and aggregate incentives under prescribed caps, and implement anti collusion and self matching safeguards.

FII debt limit increase broadens permitted investments and relaxes maturity and lock in requirements for debt categories.
SEBI amends FII investment rules: Government Debt Long Term cap increased and three year residual maturity at first purchase removed (treasury bills excluded); corporate non infrastructure incremental allocation excludes CDs and CPs; lock in requirements removed for specified long term infrastructure bond and IDF sub categories with a 15 month residual maturity at first purchase; auctions will allocate incremental and unutilized limits with 30 day utilisation for government debt and 60 day for corporate debt; reinvestment periods remain unchanged.

Initial offering period extension for RGESS-eligible mutual funds permits longer subscription and extended allotment and refund timelines.
The circular extends the maximum initial subscription period for RGESS-eligible mutual fund schemes from fifteen days to thirty days, and extends the period for unit allotment, refunds and issuance of statements of account following closure of the initial subscription from five working days to fifteen days; the changes are effective immediately and regulatory amendments will follow.

Scheme of Arrangement compliance: revised filing, disclosure and timeline obligations for listed companies, stock exchanges and SEBI coordination.
Revised framework requires listed companies to file Draft Scheme and prescribed documents with a designated stock exchange, place an independent valuation before the Audit Committee, publish the Draft Scheme and Observation Letter on company and exchange websites, and include the Observation Letter and a Complaints Report in shareholder notices. Designated exchanges must forward the Draft Scheme to SEBI promptly, process and issue Objection/No Objection letters and Observation Letters within set timelines. SEBI will review, seek clarifications or independent opinions and communicate comments to exchanges; post sanction, the approved Scheme, voting results, compliance statement and other documents must be submitted for listing and trading commencement under prescribed timelines, with Observation Letters valid for six months.

Offer For Sale mechanism updated with revised order types, upfront margin, real time margin handling and next day settlement.
OFS rules amended to require promoter eligibility for top market cap companies, define Indicative Price as the volume weighted average of valid bids, mandate trading hours order placement and a separate OFS window with two order categories (100% upfront margin orders permitting modification/cancellation; institutional non margin orders restricting reductions), require Clearing Corporation collection of margins with real time handling on order changes, display cumulative bid quantities and indicative price during sessions, prescribe trade for trade next day settlement for margin backed and non institutional orders, and impose a penalty on pay in defaults credited to the Investor Protection Fund.

Dedicated debt segment enables separate trading, clearing, settlement and membership frameworks for retail and institutional debt markets.
Establishment of a dedicated debt segment on stock exchanges providing separate listing, electronic trading (retail and institutional markets), clearing and settlement frameworks, reporting to a common trade repository, prescribed trading conventions and timelines, permitted market making, and membership/registration requirements with specified margin and risk management regimes for retail and institutional markets.

Beneficial ownership identification required for intermediaries, mandating KYC/AML verification of ultimate natural owners and controllers.
SEBI requires intermediaries to identify and verify natural persons who ultimately own, control or influence non-individual clients by: (1) identifying persons with a controlling ownership interest (specified ownership thresholds for companies, partnerships and unincorporated bodies); (2) identifying persons who exercise control by other means (voting rights, agreements, arrangements); and (3) where no such persons exist, identifying the senior managing official. For trusts, identify settlor, trustees, protector, beneficiaries with significant interest and any person exercising ultimate effective control. Listed companies and majority-owned subsidiaries are exempt. Immediate implementation and monitoring obligations are mandated.

ASBA facility expansion: SCSBs must designate branches and brokers may collect forms, enabling wider ASBA access.
The circular mandates expansion of the Application Supported by Blocked Amount (ASBA) facility to syndicate, sub-syndicate and non-syndicate broker networks; requires Self Certified Syndicate Banks with branches in broker-center locations to name at least one branch to receive ASBA forms; directs stock exchanges to publish broker-center locations; requires merchant bankers to disclose the arrangement in offer documents; and makes the instructions applicable to public issue offer documents filed on or after March 1, 2013, with the circular later rescinded by a master circular dated February 9, 2026.

Depository connectivity requirement enables shifting from TFTS to normal rolling settlement if dematerialisation threshold is met.
Companies with connectivity to both depositories may be shifted from TFTS to Normal Rolling Settlement if at least 50% of non promoter holdings are dematerialised, certified by the Registrar and Transfer Agent or, where no RTA exists, by a practicing Company Secretary or Chartered Accountant, and provided there are no other grounds for continuing TFTS; exchanges must report actions in their Monthly/Quarterly Development Report.