Listing regulations amended to replace "share transfer agent" with "Registrar to an Issue and Share Transfer Agent".
Regulations amend the Listing Obligations and Disclosure Requirements, 2015 by substituting the term "share transfer agent" with "Registrar to an Issue and Share Transfer Agent" across regulation 7 and multiple schedules and parts to standardise nomenclature; changes include the heading of regulation 7, sub regulation text, provisos and corresponding entries in Schedules I, II, III, VI and VII, with the amendment effective on publication in the Official Gazette.

Registrars to an issue and share transfer agents must obtain Board registration, meet net worth, compliance, fees and operational obligations.
Establishes mandatory registration by the Board for registrars to an issue and share transfer agents, with applications in prescribed Form A, payment of specified fees, and Board assessment of corporate status, infrastructure, experience, compliance arrangements, audit oversight and a minimum net worth of fifty lakh rupees. Registration is granted in Form B and is subject to conditions including Board approval for change in control, maintenance of net worth, grievance redressal within twenty-one days, segregation of services to unlisted companies into separate business units, retention of records, appointment of a compliance officer, adherence to a detailed Code of Conduct, and submission to Board inspections and enforcement under the intermediaries regime.

REIT regulations expand investor definitions to include institutional investors, link QIB meaning, and broaden strategic investor criteria.
The Regulations define institutional investor as a qualified institutional buyer or a family trust/intermediary with net worth over five hundred crore rupees, substitute the definition of qualified institutional buyer to align with the Issue of Capital and Disclosure Requirements regulations, and expand strategic investor to include institutional investors, certain foreign portfolio investors, specified NBFC layers, and other Board-specified entities investing at least five per cent. of the total offer size, subject to foreign exchange compliance and prior consultation with relevant financial-sector regulators.

Infrastructure investment trusts: amended definitions require higher net worth, cross-referenced QIB definition, and expanded strategic investor criteria.
Amendments to regulation 2 revise definitions: a family trust or registered intermediary must have net worth over five hundred crore rupees; "qualified institutional buyer" is defined by cross-reference to the 2018 ICDR Regulations; and "strategic investor" is defined to include institutional investors, certain foreign portfolio investors, specified NBFC layers and other Board-specified entities, each required to invest not less than five per cent of the InvIT offer size (or an amount specified by the Board), subject to foreign exchange law compliance and consultation with other financial regulators where applicable.

Intermediary regulations amended to add failures to meet net worth, revenue, and activity segregation requirements.
The amendment inserts a new clause in regulation 30A(1) treating as non compliance a person which fails to: (i) meet the specified criteria of minimum net worth or the minimum liquid net worth requirements; (ii) meet the criteria for minimum revenue generation from permitted activities, subject to exemptions as may be specified by the Board; (iii) transfer activities, as may be specified by the Board, to a separate business unit. The regulations come into force thirty days after publication in the Official Gazette.

SEBI takeover rules now require independent registered valuers for takeover valuations, with a nine month transition period.
The amendment defines valuer as per the Companies Act and requires valuation for takeover purposes to be performed by an independent registered valuer, substituting prior references to the acquirer, manager to the open offer, merchant banker or independent chartered accountant. The Board may require such independent valuations at the acquirer's expense. Ongoing valuation assignments begun before the amendments may be completed by the previously engaged professionals within nine months from the regulations' coming into force.

Merchant bankers: new Category I/II registration, mandated net worth and liquid asset floors, stricter governance and conflict limits.
The amendments create Category I and Category II registration for merchant bankers, specify a principal officer definition, and restrict eligible applicant forms. They impose capital adequacy minimum net worth (Rs.50 crore Category I; Rs.10 crore Category II) and a new liquid net worth requirement (Rs.12.5 crore Category I; Rs.2.5 crore Category II), prohibit fresh permitted activities until compliance, cap underwriting relative to liquid net worth, ban outsourcing of core activities, bar lead-managing own issues and certain conflicted issues, require certification and independence for compliance officers, mandate eight-year records retention and in India data storage, and update application forms and reporting obligations.

Registered post delivery method updated to Speed Post with Registration across securities regulations for notices and communications.
Amendment substitutes references to "Registered Post" and related phrases with Speed Post with Registration or Speed Post with Registration with Acknowledgment Due across specified provisions of four securities regulations, updating the prescribed means for dispatching notices, acknowledgments and formal communications where registration or acknowledgment was required.

Share based benefits rules now require independent registered valuers; merchant bankers get a nine month transition to finish ongoing valuations.
Amendment replaces merchant banker requirement with an independent registered valuer for valuation assignments and aligns the term "valuer" with the Companies Act; merchant bankers with ongoing assignments may complete them within nine months of these Regulations coming into force, and specified prior sub regulations are omitted.

SWAGAT FI: trusted foreign investor category exempt from certain registration provisions and subject to ten year renewal fee blocks.
The amendments add the term SWAGAT-FI and treat such entities as a distinct category: sub regulation (2) of regulation 3 is not applicable to SWAGAT FIs, investment limits of 66.67% and 33.33% in regulation 11(c) do not apply to them, and renewal fees for SWAGAT FIs must be paid in ten year blocks from the beginning of the eleventh year with advance collection required for each block to keep registration in force.

Foreign Portfolio Investors regulations add SWAGAT-FI, adjust eligibility and thresholds, and require ten year advance registration fees.
The regulations introduce SWAGAT-FI as a new FPIs category limited to government/government related investors and public retail funds, make mutual funds eligible as constituents subject to Board conditions, amend AIF/Retail Scheme contribution and threshold requirements (10% corpus for AIFs; 10% AUM for Retail Schemes), substitute "fund management entity or its associate" for prior terminology with a cross reference to IFSC Fund Management Regulations, exempt SWAGAT-FI from a specified provision, and require SWAGAT-FI to pay registration fees in advance once every ten years.

Investment adviser rules updated: revised qualifications, mandatory NISM certification renewal, and transition rules for high volume advisers.
Amendments expand covered persons to include persons associated with investment advice, revise qualification criteria to require a graduate degree or equivalent plus NISM or NISM accredited certification or recognised NISM postgraduate programs, and mandate timely renewal of relevant NISM certification for individual advisers, principal officers, partners engaged in advice, and persons associated with investment advice to ensure continuity of certification requirements.

Research analyst regulations updated to expand covered persons, revise qualification routes, and mandate fresh NISM certification and form disclosures.
Amendments broaden Regulation 7 to include persons associated with research services, set alternative qualification pathways including graduate degree or CFA plus NISM or NISM accredited certification or a specified NISM postgraduate program, omit sub regulation (2), and require registered individuals, principal officers, employed research analysts, persons associated with research services and relevant partners to obtain a fresh NISM certification before expiry or within three years of registration to ensure continuity of certification compliance. Form A is revised to allow submissions to a Board recognized body, update contact and address disclosures, require details on persons associated with research services, omit certain clauses, and add a Declaration of Necessary Infrastructure.

Stock exchange governance updated: mandatory executive directors, CTO and CISO with defined management, risk and cyber responsibilities.
Amendments require recognised stock exchanges and clearing corporations to appoint two executive directors (for Vertical 1 and Vertical 2) with stature, appointment process, tenure and approval parity to the managing director; expand the managing director's roles to include enterprise management, compliance oversight, vertical stewardship, risk management and infrastructure assurance; and mandate appointment of a chief technology officer and a chief information security officer with specified responsibilities for IT risk, technology policy, cyber resilience and remediation of audit observations.

Depositories must appoint executive directors, a chief technology officer and a chief information security officer with specified duties.
Depositories must appoint two executive directors to head Vertical 1 and Vertical 2 (optionally Vertical 3), with stature, tenure and appointment processes similar to the managing director, subject to Board approval; executive directors manage their verticals, prioritise market and public interest over revenue, ensure infrastructure (Vertical 1) and overall risk management (Vertical 2), and may serve on a depository subsidiary board only with governing-board approval. Managing director duties are expanded to include overall management, legal compliance, risk management and ensuring adequate systems. CTO and CISO roles are mandated with specified IT and cybersecurity responsibilities.

Alternative Investment Funds: introduces Accredited Investors only fund, excludes accredited investors from investor counts and shifts trustee duties.
Introduces the Accredited Investors only fund-an AIF or scheme restricted to accredited investors (excluding certain insiders)-and permits conversion of pre-existing AIFs/schemes to this category subject to Board conditions. Accredited investors are excluded when computing the number of investors in a scheme, certain regulatory sub-clauses will not apply to these funds, and trustee responsibilities for such funds shall be carried out by the manager.

Related party transaction thresholds and approvals updated for listed entities, subsidiaries and KMP relatives in 2025.
Amendments expand covered persons to include directors, key managerial personnel and their relatives; insert Schedule XII establishing tiered materiality thresholds for related party transactions based on consolidated turnover and computation from last audited consolidated financial statements; require prior audit committee approval for subsidiary transactions above Rs.1 crore when values exceed either subsidiary standalone turnover-based limits or the listed entity's Schedule XII thresholds, with special rules where subsidiaries lack audited financials; and limit validity of shareholder omnibus approvals.

Real Estate Investment Trust units incorporated into mutual fund rules, altering concentration limits and investment permissions accordingly.
The amendments integrate Real Estate Investment Trust units into mutual fund instrument definitions, raise the portfolio concentration threshold in Chapter VI, and modify Chapter VI C regulation 49AA to include REIT units in cross scheme ownership calculations, replace "company" with "entity," limit Specialized Investment Fund ownership where mutual funds hold specified stakes, and remove certain permissions that previously linked REIT investments with InvIT clauses; corresponding edits are made in Chapter VII and Schedule VII to align thresholds and terminology.

Anchor investor allocation revised: reservation created for domestic mutual funds and for life insurance and pension funds.
The amendment revises anchor investor allocation by specifying permitted investor counts for allocation tranches, imposing a minimum allotment per investor, and providing for additional investor slots as allocation tranches increase. It reserves a portion of the anchor allocation between domestic mutual funds and insurance/pension entities, permits reallocation of any under-subscription in the insurance/pension sub-category to domestic mutual funds, and defines life insurance company and pension fund for these purposes. The regulations commence thirty days after Gazette publication.

Debenture trustee notification timeframe tightened to require immediate reporting and a strict maximum delay for specified events.
The amendment to regulation 56(1) mandates that the specified items be forwarded to the debenture trustee "as soon as possible, and in any case not later than twenty-four hours from the occurrence of the event or receipt of information, unless otherwise specified," thereby establishing a strict maximum reporting timeframe; the amendment comes into force on publication in the Official Gazette.