Certification requirement: Managers of alternative investment funds must ensure a key investment team member obtains specified NISM certification by deadline.
The CAPS Regulations notification mandates that at least one key personnel in the key investment team of an Alternative Investment Fund manager obtain an approved certification from the National Institute of Securities Market by passing one of the specified NISM Series XIX examinations; Category One and Two managers may rely on Series XIX C or Series XIX D, while Category Three managers may rely on Series XIX C or Series XIX E, with existing funds required to secure certification by the prescribed deadline and the earlier related notification rescinded.

Category II Alternative Investment Funds may invest primarily in unlisted securities and rated listed debt, including via other AIF units.
The amendment to regulation 17(a) permits Category II Alternative Investment Funds to invest in investee companies or in units of Category I or other Category II AIFs as disclosed in the Placement Memorandum. It explains that Category II AIFs shall invest primarily in unlisted securities and/or listed debt securities rated 'A' or below by a credit rating agency registered with the Board, directly or through units of other AIFs, in the manner specified by the Board.

Investment classification change: member investments not treated as business unless they involve client funds or create broker liabilities.
Amendment adds a proviso to rule 8 that member investments shall not be construed as business, except when such investments involve client funds or client securities, or relate to arrangements creating a financial liability on the broker.

Securitisation regulation updates: tightened eligibility, retention, disclosure and liquidity rules for securitised debt instruments.
Amendments tighten securitisation eligibility and prohibited structures, introduce a minimum holding period and minimum retention requirements, expand trustee custodial and governance duties including a Code of Conduct and investor meeting protocols, mandate quarterly originator reports and half yearly Board filings, prescribe detailed liquidity facility conditions to prevent credit enhancement by third parties, require dematerialised issuance and specify minimum ticket sizes, and set transaction conditions such as asset homogeneity, full upfront payment, track record requirements with RBI regulated carve outs, and concentration limits subject to Board relaxation.

Cooling-off period for director appointments limits immediate cross-appointments across exchanges and depositories with Board approval.
Requires prior Board approval and introduction of a cooling-off period for cross-appointments of non-independent directors and public interest directors between recognized stock exchanges, recognized clearing corporations and depositories; permits a further three-year appointment for public interest directors only after such cooling-off period and with Board approval, with the cooling-off obligation limited to appointments to competing exchanges or clearing corporations and an explanation treating a clearing corporation subsidiary and its stock exchange as a single entity for this purpose.

Director appointment restrictions: cooling-off periods required before non-independent or public interest directors join another depository or exchange.
Amendment to regulation 25 mandates that non-independent directors and public interest directors may be appointed to another depository, recognized stock exchange, or recognized clearing corporation only with the Board's prior approval and after a cooling-off period as specified by the appointing depository's governing board; the cooling-off requirement for public interest directors applies only when appointment is to a competing depository.

Securitised debt trustee registration centralised; trustees must annually disclose litigations and servicing defaults to exchanges.
For securitised debt instruments, SCORES registration may be taken at the trustee level for the trustee's special purpose distinct entities. Special purpose distinct entities or their trustees must annually disclose to the stock exchange: outstanding litigations and material developments related to the originator, servicer or other transaction parties that could be prejudicial to investors; and defaults in connection with servicing obligations undertaken by the servicer.

Regulatory amendment to infrastructure investment trusts expands proviso categories in regulation 18(4), broadening applicable items.
The amendment substitutes the proviso to regulation 18(4) of the Infrastructure Investment Trusts Regulations to read as including ", (v), (vi), (vii) and (viii)", thereby adding items (vi)-(viii) to the listed categories; the regulation is deemed effective from April 2, 2025 and is issued under the Board's statutory rulemaking powers.

Subscriber-pays business model requires ESG ratings from public information and specified disclosure, conflict and reporting safeguards.
Amendments add a defined subscriber-pays business model and impose duties on ESG rating providers using that model: base ratings only on publicly available information; ensure fees charged to a rated entity or its group/associate are the lowest among subscribers; restrict subscribers to regulated group companies/associates without conflicts; state on the website the regulator governing each ESG rating; and share rating reports simultaneously with subscribers and the rated entity, allowing two working days for comments which must be included in an addendum or lead to revision, with publication of the provider's report sharing policy and a facility for clarifications.

REIT investment conditions clarified: expanded asset classes, hedging via interest rate derivatives and strict disclosure requirements.
Amendments broaden permissible REIT assets and cash equivalents, add a definition of common infrastructure permitting excess-sale subject to audited disclosure, allow investments in service companies and qualifying mutual fund units, permit interest rate derivatives solely for hedging, and restrict infrastructure investments to cases where REITs earn fixed rental income without operational risk, with illustrative conditions in Schedule XI.

Trustee Duties strengthened: enhanced fiduciary, oversight, and reporting obligations to protect unitholders and ensure governance compliance.
The regulations impose timelines to fill vacancies in investment manager and independent director positions, formalise expanded trustee duties emphasising transparency, due diligence and unitholder protection with an illustrative Schedule X, and restrict transferability of locked-in units within sponsor groups while allowing transfers to incoming sponsors or self-sponsored managers subject to minimum unitholding conditions. They also broaden permitted investments to include certain unlisted service company shares, specified liquid mutual fund schemes, and interest rate derivatives solely for hedging, and refine credit-rating and distribution-consistency rules.

High value debt governance: new mandatory corporate governance norms and RPT controls for issuers with substantial listed debt.
Amendments create a new Chapter VA for "high value debt listed entities" (HVDLEs)-entities with only non-convertible debt securities listed and outstanding of Rupees One Thousand Crore and above-imposing sustained governance norms until the outstanding value remains below the threshold for three consecutive years. Key requirements include specified board composition and independence proportions, limits on directorships, mandatory audit and other board committees with defined composition and expertise, vigilance and secretarial audit obligations, stricter rules for independent directors, and a related party transaction regime requiring audit committee approval, debenture trustee No-Objection and debenture-holder voting prior to shareholder approval.

Risk and Return Verification by stock exchanges permitted with board approval and specified terms for designated data centre activities.
Permits a recognised stock exchange, with Board approval and on terms and conditions specified by the Board, to carry out the activity of a Past Risk and Return Verification Agency Data Centre notwithstanding other provisions of the regulations; the amendment inserts this provision and takes effect upon publication in the Official Gazette.

Verification of past risk and return metrics required for advisers and algo providers; verified performance claims must follow Board rules.
Verification of past risk and return metrics is required for Investment Advisers, Research Analysts, algo providers empaneled with a recognised stock exchange, and permitted intermediaries. Claims of returns or performance may be made only as risk and return metrics verified by a Board-recognised Past Risk and Return Verification Agency, and must be presented in the manner specified by the Board. The Board may take action under the regulations for violations of these verification or manner requirements.

Past Risk and Return Verification activity: credit rating agencies may perform it with Board approval and specified data centre engagement.
The amendment adds Chapter IIA allowing a credit rating agency, with the Board's approval and on terms specified by the Board, to act as a Past Risk and Return Verification Agency pursuant to Regulation 16E of the Intermediaries Regulations, 2008, and requires such agency to engage a recognised stock exchange as the Past Risk and Return Verification Agency Data Centre on Board-specified terms.

Unpublished price sensitive information expanded to cover varied corporate events; database entry timeframe shortened and trading window exception clarified.
Amendments expand the scope of unpublished price sensitive information to expressly list multiple corporate events and adverse developments-including rating changes, proposed fund raising, control affecting agreements, frauds or defaults, arrests of key persons, restructuring or settlement of borrowings, insolvency proceedings and resolution outcomes, forensic audit initiation and reports, regulatory or judicial actions, litigation outcomes, guarantees or indemnities outside the ordinary course, and changes to key licences or approvals-and direct that applicable SEBI materiality and fraud/default definitions apply.

Regulatory corrigendum corrects sub regulation numbering to maintain consistency and clarity in a prior securities notification.
Corrigendum amends the English Gazette text of a securities notification by instructing that in Regulation 3, sub regulation (I), clause (ii) the words "after sub regulation (29)" shall be read as "after sub regulation (30)" and the symbol "(30)" shall be read as "(31)", limited to correcting numbering and symbols in the published notification.

Rights issue compliance: enhanced disclosure, issuer led filings and prompt reporting of promoters' pre issue transactions.
The amendment package revises SEBI ICDR rules to (a) recognise stock appreciation rights in definitions and disclosure requirements; (b) reassign numerous operational duties from lead managers to issuers and designated stock exchanges and specify filing of the draft letter of offer/letter of offer with stock exchange(s); (c) require issuers to report promoters' and pre issue/pre IPO transactions to stock exchanges within twenty four hours; and (d) set uniform timelines and advertisement requirements for floor price/price band disclosures and expanded prospectus and SME filing content.

Qualified buyers status extended to NBFCs and housing finance companies, subject to restrictions preventing promoters accessing secured assets.
All non-banking financial companies, including housing finance companies, regulated by the Reserve Bank of India are specified as qualified buyers under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, subject to ensuring that defaulting promoters or related parties do not gain access to secured assets through security receipts and to complying with any additional conditions the Reserve Bank of India may specify.

Certification requirement for research analysts mandates NISM research analyst initial and renewal exams to maintain compliance.
SEBI mandates that individuals and officers engaged in providing research services-including registered research analysts, principal officers of non-individual research analysts, employed research analysts, associated persons providing research services, and partners of partnership-firm research analysts-must pass the NISM-Series-XV: Research Analyst Certification Examination and, before current certification expires, pass the NISM-Series-XV-B: Research Analyst Certification (Renewal) Examination to maintain compliance.