Debenture trustees may run separate business units for specified activities, must ring fence net worth, and gain inspection and fund use rights.
The amendments authorize debenture trustees to undertake other specified financial sector or fee based non fund activities via separate business units, require ring fencing of prescribed net worth from adverse impacts of such activities, mandate trust deeds to conform to section 71 and Form SH.12 in Board specified formats/timelines with limited permitted deviations documented by a key summary sheet, and grant trustees inspection and information calling rights plus controlled use of the Recovery Expense Fund with holder consent.

Trust deed format requirement updated; trustee may accept deviations if issuer provides a key summary with rationale.
The amendment requires the trust deed to be executed "in such format" and allows the debenture trustee to accept deviations from the specified format if the issuer provides a key summary sheet capturing the deviations and the rationale in the General Information Document, Key Information Document, or Shelf Prospectus. It also omits the earlier requirement that the trust deed consist of two parts separating statutory standard information and issue specific details.

Net worth requirement increase for custodians mandates higher capitalization and separate compliance from capital adequacy rules.
Amendments raise the custodian net worth requirement to a new minimum of seventy-five crore rupees, require that net worth be maintained separately and independently of any capital adequacy requirements for each activity, and provide a three year transition for existing registrants. They add a proviso allowing custodians to render financial services subject to Board conditions, introduce Reg. 19B imposing obligations on governance, risk management, infrastructure, and winding down frameworks, and expand the Third Schedule with detailed conduct, compliance and client protection duties.

Exchange recognition renewed under Securities Contracts (Regulation) Act, subject to compliance with conditions prescribed by the regulator.
Renewal of recognition granted to Metropolitan Stock Exchange of India Limited under section 4 of the Securities Contracts (Regulation) Act, 1956 for the period commencing 16 September 2025 and ending 15 September 2026 in respect of contracts in securities, subject to conditions as may be prescribed or imposed by the Securities and Exchange Board of India and to compliance with conditions under the Act.

Co-investment rules require shelf placement memoranda and accredited investor-only participation for AIF co-investment schemes.
The regulations create a regulated co-investment regime for Category I and II AIFs by defining co-investment and co-investment scheme, requiring a shelf placement memorandum filed through a merchant banker prior to offering co-investment opportunities, restricting eligibility to accredited investors, limiting each co-investment scheme to a single investee company, prohibiting investment in AIF units, aligning co-investor exit timing with the AIF scheme's exit, and disapplying certain regulatory requirements for co-investment schemes as specified.

Dematerialisation requirement: specified securities must be dematerialised before filing the draft offer document under amended disclosure rules.
Amendments expand definitions to include accredited investors and clarify entities eligible for offers and the Social Stock Exchange, impose mandatory dematerialisation of specified securities held by promoters, promoter group, selling shareholders, directors, key managerial personnel, senior management, qualified institutional buyers, employees, special rights shareholders and entities regulated by financial sector regulators prior to filing a draft offer document, broaden classes of sellers in specified provisos to include alternative investment funds and certain institutional holders, refine Social Stock Exchange registration and Social Impact Assessment Organization criteria, and revise Schedule VII disclosure and placement document requirements including capitalisation, financial information and litigation materiality.

Employees' Service Amendment expands senior posts, sets IT Director qualifications and adjusts promotion versus deputation composition.
The amendment inserts "Executive Director (Information Technology)" and renames "Executive Director (Law)" to "Executive Director (Law/Litigation)", limits deputation/contract appointments to not more than three posts with remaining posts to be filled from internal candidates through promotion, and provides that promotions will be from relevant streams.

Promoter-identified employee share benefits: allowed to continue holding and exercising pre-existing awards subject to regulatory compliance.
Employees identified as promoters or part of the promoter group in a draft IPO offer document who received options, SARs or other scheme benefits at least one year before filing may continue to hold and exercise those awards in accordance with their original terms, subject to these regulations and other applicable laws. The amendment takes effect on publication in the Official Gazette and is issued under SEBI's statutory powers and related company law provisions.

Dematerialisation requirement mandates issuance in demat form and tightens Social Stock Exchange disclosure and impact reporting obligations.
The amendments require issuance of securities under Schemes of Arrangement and securities sub division, split or consolidation only in dematerialised form, with a separate demat account for investors lacking demat accounts. They substitute and clarify Social Stock Exchange disclosure timelines: Not for Profit Organizations must make annual financial disclosures by October 31 or the income tax return due date, and non financial disclosures within sixty days of year end. Impact reporting terminology is revised, annual impact reports must cover a substantial portion of prior programme expenditure, Social Enterprises without fund raising may self certify impact reports, and registration continuity for Not for Profit Organizations is conditioned on having at least one listed project after an initial grace period.

Disclosure Document requirement: portfolio managers must provide Board-specified disclosure and Form C before client agreement.
Regulation 22(3) requires the portfolio manager to provide the Disclosure Document in the Board-specified format along with a certificate in Form C as specified in Schedule I, prior to entering into the client agreement; Regulation 20 now references Schedule IV and Schedule V is deleted.

Valuation and disclosure regime updated for InvITs, imposing periodic valuation and reporting obligations where borrowings exceed threshold.
Amendments redefine public for InvITs, adjust minimum private placement investment thresholds, and revise valuation and disclosure timelines: full valuations at financial year end, half year valuations to be submitted with quarterly results for the September quarter, and quarterly valuations required where consolidated borrowings and deferred payments exceed a specified threshold; valuation reports must be submitted simultaneously to the designated stock exchange(s) and the trustee and reporting timelines are made subject to times specified by the Board.

Definition of public for REITs reshaped, valuation and reporting timelines aligned with financial-result filings and disclosure tightened.
Amendments redefine public to exclude related parties, sponsors and manager while allowing qualified institutional buyers to qualify as public in offers; mandate that full annual and specified half-year valuation reports be submitted by the manager to designated stock exchange(s) alongside annual or specified quarterly financial results, require simultaneous submission of certain valuation reports to trustees and stock exchanges, and permit holdcos with negative net distributable cash flow to adjust against SPV cash flows subject to Board-specified disclosure requirements.

Delisting of public sector undertakings: fixed-price process with valuation-based floor and mandatory premium over valuation.
Delisting of public sector undertakings (excluding banks, NBFCs and insurers) must be by fixed-price process, approved by shareholders via special resolution through postal ballot or e-voting, with an explanatory statement. The acquirer together with other public sector undertakings must meet the prescribed shareholding threshold. The floor price is the highest of recent volume weighted acquisition price, highest recent acquisition price, and a joint valuation price from two independent registered valuers, and the delisting price must include a mandatory premium over that floor. Provisions govern transfer and holding of unpaid amounts and their eventual transfer to investor protection funds where a voluntary strike-off occurs within the specified post-delisting window.

Investor protection fund funding source expanded: delisting-proceeds transfers now formally included as eligible contributions to the fund.
An amendment adds an explicit eligible-transfer provision to the Investor Protection and Education Fund to include monies transferred under the delisting framework, and updates cross-references in the Fund's eligibility and proviso provisions so the new transfer clause is cited alongside existing clauses; the amendment takes effect on publication in the Official Gazette.

Renewal of recognition for a clearing corporation is granted, subject to ongoing compliance with SEBI conditions and oversight.
Renewal of recognition is granted to National Commodity Clearing Limited as a clearing corporation for a fixed three-year period commencing in September 2025 under Regulation 12, on the basis that renewal is in the interest of trade, the securities market and the public, and is subject to the condition that the Clearing Corporation shall comply with conditions specified by the Securities and Exchange Board of India from time to time and any further conditions that may be prescribed.

Exemption for FPIs investing only in Government Securities - specified regulatory compliance provisions are made inapplicable by amendment.
The amendments exempt foreign portfolio investors who invest only in Government Securities from specified provisions: sub-clauses (i), (ii) and (iv) of regulation 4(c), and qualifying provisos in regulation 22 sub-regulations (1), (3) and (5); additionally, a textual insertion adds the word "further" to an existing proviso. The changes operate pursuant to SEBI's statutory powers and commence on the one hundred eightieth day after Gazette publication.

Security deposit lien for investment advisers secures payment of dues arising from online dispute resolution awards and proceedings.
The amendment requires the statutory deposit of investment advisers to be maintained in such form or manner as specified by the Board and to be marked as a lien in favour of a body corporate recognised by the Board for administration and supervision. The deposit shall be available for utilisation if the investment adviser fails to pay dues arising from arbitration and conciliation proceedings under the Online Dispute Resolution Mechanism or any other mechanism specified by the Board.

Deposit lien requirement for research analysts strengthens recovery by allowing use of liened deposit to satisfy dispute awards.
Regulation 8 is amended to require the deposit to be maintained in a form or manner specified by the Board and to be marked as a lien in favour of a Board recognised body corporate responsible for administration and supervision. The liened deposit may be utilised if the research analyst fails to pay dues arising from arbitration and conciliation proceedings under the Online Dispute Resolution Mechanism or other mechanisms specified by the Board.

Certification requirement for associated persons now mandated by Board specifications for specified activities, prior notifications remain effective until rescinded.
The amendment empowers the Board to designate categories of associated persons required to hold Board-prescribed certificates for engagement with specified intermediaries, and provides that prior notifications remain effective until rescinded. Regulation 4's wording is updated to reflect Board specification, and regulation 6 is replaced to mandate that any associated person engaged in activities listed in clauses (a)-(f) of regulation 3(4) must hold a valid certificate as specified by the Board under regulation 3(1). The regulations take effect on publication in the Official Gazette.

Renewal of clearing corporation recognition granted for a fixed term, subject to ongoing SEBI-prescribed compliance conditions.
Renewal of recognition is granted to a clearing corporation for a specified fixed term commencing and ending on stated dates, conditioned on the clearing corporation's compliance with conditions specified by the Securities and Exchange Board of India from time to time, and subject to any further conditions that may be prescribed or imposed during the renewal period.