Central Government exemption power allows exemption of listed public sector companies from rule 19A provisions in public interest.
The amendment adds a sub rule to rule 19A authorizing the Central Government, in the public interest, to exempt any listed public sector company from any or all provisions of rule 19A, notwithstanding the other sub rules of that rule.

Minimum public shareholding obligations expanded to prescribe allocation thresholds for large offers and post-insolvency listings.
The amendment mandates that companies whose post-issue capital at offer price exceeds the upper threshold must allocate equity or convertible debentures equivalent to a specified value and at least five percent of each class; such companies must increase public shareholding to ten percent within two years and twenty-five percent within five years as specified by the regulator. The timeline proviso is reduced from eighteen to twelve months, and every listed company must maintain at least five percent public shareholding where that holding results from an approved insolvency resolution plan. Rules commence on Gazette publication.

Appointment of Member: Anand Mohan Bajaj designated as Member under SEBI Act, replacing prior notification entry.
The Ministry of Finance amends the principal notification by substituting the entry at serial number two, designating Anand Mohan Bajaj as a Member, thereby modifying the listed composition of members under the authority conferred by the Securities and Exchange Board of India Act.

Delisting of equity shares: framework requires reverse book building, escrow funding, and protections for remaining public shareholders.
The Regulations prescribe procedures for voluntary and compulsory delisting, requiring board and shareholder approvals, appointment of a registered merchant banker as Manager to the offer, detailed public announcements and a letter of offer. Delisting from all exchanges mandates an exit opportunity via a reverse book building process to discover price, escrow funding by the acquirer, specified bidding and settlement timelines, options for indicative and counter offers, protections for remaining public shareholders including a one year tender window, and defined consequences and obligations for compulsory delisting and special categories of companies.

Qualified financial market participation: mutual funds and alternative investment funds may enter into designated qualified financial contracts.
The notification designates Mutual Funds and Alternative Investment Funds registered with SEBI as qualified financial market participants, permitting them, subject to conditions specified by SEBI, to enter into qualified financial contracts notified by regulatory authorities pursuant to the Bilateral Netting of Qualified Financial Contract Act, 2020.

Online fee payment: mandating direct credit through SEBI payment gateway and prior-to-block-expiry remittance by regulated entities
Amendments mandate that specified statutory fees across multiple intermediary regulations must be paid by direct credit through an online payment gateway and establish a uniform requirement that recurring or block-period fees be remitted prior to the expiry of the block for which the fee has been paid.

Corporate governance and disclosure reforms strengthen risk committee duties, secretarial compliance and mandated hosting of earnings-call records.
Amendments update cross-references and terminology, clarify that market-capitalisation-based obligations continue to apply if entities fall below thresholds, define working days, rename Institutional Trading Platform to Innovators Growth Platform, strengthen the Risk Management Committee's composition, powers, meeting frequency and duties (including functions in Part D of Schedule II), require secretarial audits and annual secretarial compliance reports, mandate disclosure and hosting of analyst/earnings call materials and transcripts with retention periods, transition top entities to Business Responsibility and Sustainability Reports, and standardize multiple filing timelines and disclosure requirements.

Investment concentration limits: AIFs now face caps on allocations, governance duties, and startup investment rules.
Amendments redefine eligible investee categories by inserting a startup definition and revising the venture capital undertaking definition, set investment concentration limits (Category I & II capped at twenty five percent per investee; Category III capped at ten percent), prohibit AIFs authorised to invest in other AIF units from offering their units to other AIFs, and require seventy five percent investor approval for investments in associates or related-fund units. The substituted regulation 20 and new Fourth Schedule impose a detailed Code of Conduct, expand manager and Investment Committee responsibilities, mandate custodianship requirements, require Board notification or approval for control changes, and annual audited accounts.

Special procedure for expulsion: expedited cancellation process with written submissions and no personal hearing, plus investor protection conditions.
A special procedure allows the Board, upon intimation of expulsion or termination by all relevant exchanges, clearing corporations or depositories, to issue a notice for written submissions and documentary evidence within a limited period and to decide on cancellation of the certificate of registration without granting any personal hearing. The Board shall endeavour to pass an order promptly, may impose investor-protection conditions, require demonstration of arrangements for record preservation, client fund and securities transfer, grievance redressal and continuity of service, and will notify the noticee and the relevant market entities.

Acquisition thresholds for Innovators Growth Platform revised; committees must disclose voting pattern when recommending open offers.
SEBI amends the Takeover Regulations to substitute "Innovators Growth Platform" for "Institutional Trading Platform" and to read specified threshold references differently for entities listed on that platform, thereby adjusting acquisition-trigger thresholds and related obligations for such listed entities. The amendments also require the committee that provides reasoned recommendations on open-offer proposals to disclose the voting pattern of the meeting where the proposal was discussed. These changes take effect on publication in the Official Gazette under the Board's statutory power.

Innovators Growth Platform rules allow discretionary pre-allocation to eligible investors with minimum application and pricing parity.
The amendment renames the Institutional Trading Platform as the Innovators Growth Platform, restricts issuers with SR equity shares to offering only ordinary shares in an IPO on that platform while maintaining SR equity share compliance, shortens certain eligibility timelines from two years to one year, and replaces "Accredited Investors" with "Innovators Growth Platform Investors." It expands eligible investor classes, adds family trusts meeting a net worth threshold to the investor definition, excludes promoter pre-issue capital from the 25% eligibility requirement, permits discretionary pre-allocation up to sixty per cent to eligible investors with pricing parity and a minimum application value, imposes continued lock-in for SR equity shares until conversion or specified period, and adapts delisting and migration conditions to the platform with tailored approval and shareholding thresholds.

Insider trading amendment removes a regulation provision, altering compliance obligations and pre clearance requirements for insiders.
The amendment removes clause (a) of sub regulation (1) of regulation 7 from the Prohibition of Insider Trading Regulations, with the change taking effect on publication in the Official Gazette; persons subject to the Regulations must adjust compliance processes and practices predicated on the removed clause.

Change in control approval required: portfolio managers must obtain prior Board approval before any change in control.
Regulation 11 is amended by inserting clause (aa) requiring the portfolio manager to obtain the Board's prior approval in case of any change in control, in such manner as may be specified by the Board, thereby making regulatory clearance mandatory before a change in controlling interest.

Regulatory repeal of underwriters regulations: registrations deemed surrendered, with prior rights and proceedings preserved under savings provisions.
The notification repeals the Securities and Exchange Board of India (Underwriters) Regulations, 1993 effective on publication in the Official Gazette, with certificates of registration under the 1993 Regulations deemed to be surrendered. It contains savings provisions preserving prior operation, rights, obligations, liabilities, penalties and ongoing investigations, legal proceedings or remedies, permitting such matters to be continued and enforced as if the 1993 Regulations had not been repealed.

Underwriting by stock brokers: permitted subject to net worth funding, recordkeeping, disclosure, conflict safeguards and limits on obligations.
Registered stock brokers are permitted to act as underwriters and must enter written underwriting agreements with issuers detailing term, duties, obligation amounts, subscription timelines, commission and fulfilment arrangements. They must maintain prescribed books and records, including audited financials for corporate underwriters and receipts/payments and assets/liabilities for non-corporate underwriters, and retain records of agreements and subscribed amounts. Brokers must fund underwriting from their own net worth/funds as prescribed, limit aggregate underwriting obligations relative to net worth, subscribe to securities when called within the prescribed period, and comply with enhanced disclosure, conflict-of-interest, conduct, and market-integrity requirements.

Underwriting obligations cap limits merchant bankers' aggregate exposure relative to net worth and mandates timely subscription.
The amendments require merchant bankers acting as underwriters to enter written agreements with issuers specifying duration, duties, underwriting obligations, subscription timing and remuneration; prohibit indirect benefits beyond agreed commission; cap aggregate underwriting obligations relative to net worth; mandate subscription within a prescribed period upon intimation; and require maintenance of records including agreements, amounts subscribed and capital adequacy statements, with additional prohibitions on insider trading, misrepresentation and unfair competition.

Regulatory fee framework for stock exchanges: annual turnover and quarterly listing-fee based charges with compliance obligations.
Amendment creates a regulatory fee regime requiring recognised stock exchanges to pay an annual fee based on annual turnover within thirty days of year-end and a quarterly fee equal to a percentage of listing fees within fifteen days of each quarter, prescribes payment modes, certified computation by a chartered accountant, record-keeping and reporting obligations, a fifteen percent per annum interest on delayed or short payments, and repeals the 2006 SEBI regulatory fee regulations with savings for prior actions.

Professional qualification requirements for investment advisers updated to include specified degrees, NISM postgraduate program and CFA charter.
The amendment substitutes regulation 7(1)(a) to set out acceptable professional qualifications for investment advisers: a professional qualification or postgraduate degree or postgraduate diploma (minimum two years) in specified fields from a university or institution recognised by central or state government or a recognised foreign university or institution or association; completion of a Post Graduate Program in the Securities Market (Investment Advisory) from NISM of duration not less than one year; or attainment of the CFA Charter from the CFA Institute. The Regulations take effect on publication in the Official Gazette.

Professional qualification and certification requirements updated for portfolio managers, including mandatory renewal of NISM certification for continuity.
Amendments expand acceptable credentials under Regulation 7(2)(d)(i) to include a professional qualification in finance, law, accountancy or business management from a recognized institution, a one-year Post Graduate Program in Securities Market (Portfolio Management) from NISM, or a CFA charter; replace certain punctuation with colons; require obtaining a fresh NISM certification before expiry to maintain compliance; and amend the first proviso to Regulation 7(2)(e) to add "certification" alongside minimum qualifications and experience.

Professional qualification requirement introduced for research analysts; NISM postgraduate program mandated as eligibility upon notification.
Amends the Research Analysts Regulations by inserting a new qualification requirement in regulation 7(1): completion of a Post Graduate Program in the Securities Market (Research Analysis) from NISM of duration not less than one year is prescribed as a professional qualification; the amendment renumbers the existing clause and takes effect on publication in the Official Gazette.