SEBI News Updates - July 2025

Master Circular for listing obligations and disclosure requirements for Nonconvertible Securities, Securitized Debt Instruments and/ or Commercial Paper

Notification Details: Circular No. SEBI/HO/DDHS/DDHS-PoD1/P/CIR/2025/0000000103 dated July 11, 2025

Overview

The Securities and Exchange Board of India (SEBI), under Sections 11(1) and 11A(2) of the SEBI Act, 1992, Rule 19(7) of the Securities Contracts (Regulation) Rules, 1957, and Regulation 101 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has issued a new Master Circular. This circular consolidates all relevant directions and guidelines applicable to the listing and disclosure requirements for the following instruments:

• Non-Convertible Securities (NCS),

• Securitized Debt Instruments (SDIs), and

• Commercial Paper (CP)
  

The move is intended to simplify compliance by compiling all applicable guidance issued up to June 30, 2025, into one unified circular, thereby improving transparency and consistency for issuers and market participants.

Key Highlights

·       Consolidated Framework: All prior SEBI circulars concerning NCS, SDIs, and CPs have now been integrated into a single Master Circular. These earlier circulars, detailed in Annex-1 of the document, stand withdrawn.

·       Change in Terminology: All earlier “Operational Circular” are now to be called as the Master Circular, with effect from June 30, 2023.

·       Preservation of Earlier Actions: Any applications, approvals, or actions undertaken as per the now-withdrawn circulars will remain valid and will be recognized under the new Master Circular framework.

Stakeholder Responsibilities

Recognized stock exchanges, issuers, and relevant intermediaries are required to:

·       Comply with the updated provisions;

·       Align internal systems and processes with the new framework;

·       Publicly disseminate the circular, including on official websites;

·       Monitor compliance and amend their bye-laws where necessary.

Master Circular for Infrastructure Investment Trusts (InvITs)

Notification Details: Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025

Overview

The Securities and Exchange Board of India (SEBI), under Section 11(1) of the SEBI Act, 1992 and Regulation 33 of the SEBI (Infrastructure Investment Trusts) Regulations, 2014, has released a Master Circular for Infrastructure Investment Trusts (InvITs). This circular compile all applicable InvIT-related circulars issued up to that date, providing the stakeholders a single, consolidated reference for regulatory compliance and disclosures.

Key Provisions

·       Replacement of Previous Circulars: All earlier SEBI circulars related to InvITs, as provided in the Appendix to this Master Circular, stand superseded. However, any prior actions such as registrations, investigations, fees, or penalties under those circulars will continue to be valid under the corresponding provisions of this Master Circular.

·       Legal Continuity: Rights, privileges, liabilities and/or obligations that arose from the now-superseded circulars remain intact. Pending applications before SEBI under the earlier framework will be processed as per this Master Circular. Ongoing matters such as investigations, penalties or proceedings will proceed unaffected.

·       Compliance and Reporting: All entities governed under the InvIT framework are required to follow the provisions of this Master Circular. This includes submitting required reports either periodic or continuous, on time. Stock exchanges are also directed to publish this Circular on their websites to support transparency and informed compliance.

·       Ongoing Applicability of SEBI Directions: Any SEBI circulars, directions, or guidance issued specifically for InvITs, other than those now superseded, will continue to apply. This is in addition to relevant provisions of other applicable laws.

Master Circular for Real Estate Investment Trusts (REITs)

Notification Details: Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2025/99 dated July 11, 2025

Overview

The Securities and Exchange Board of India (SEBI), exercising its powers under Section 11(1) of the SEBI Act, 1992 and Regulation 33 of the SEBI (Real Estate Investment Trusts) Regulations, 2014, has issued a Master Circular for Real Estate Investment Trusts (REITs). This Master Circular consolidates all applicable REITrelated circulars issued up to that date, offering a single point of reference for stakeholders regarding compliance and disclosure obligations.

Key Provisions

Withdrawal of Earlier Circulars: All prior SEBI circulars related to REITs have been superseded. However, any prior actions, such as registrations, investigations, proceedings, fees collected, or penalties imposed, will be recognised under the corresponding provisions of this Master Circular.

Preservation of Legal Rights and Obligations: Any rights, duties, or liabilities created under the superseded circulars remain in force. Applications or proceedings already in process will be treated as if made under this Master Circular.

Ongoing Compliance and Disclosures: All entities operating within the REIT framework are required to adhere to the updated provisions. This includes the timely submission of periodic and continuous reports. Stock exchanges are directed to publish the Master Circular on their websites to promote transparency and ensure market-wide dissemination.

Ease of Doing Investment - Special Window for Re-lodgement of Transfer Requests of Physical Shares

Notification Details: Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025

Overview

The Securities and Exchange Board of India (SEBI), exercising its powers under Section 11(1) of the SEBI Act, 1992, read with Regulation 102 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, issued a circular, announcing a special window for the re-lodgement of transfer requests for physical shares.

Background

The physical transfer of securities was discontinued from April 01, 2019. It was clarified that transfer requests submitted before that date but returned or rejected due to incomplete documentation could be re-lodged if the necessary documents were later provided. A deadline of March 31, 2021, was set for such relodgement.

Investor Concerns

SEBI received representations from investors, RTAs, and listed companies stating that some investors missed the March 31, 2021, deadline for re-submitting their transfer requests. A panel including representative from RTAs, listed company representatives, and legal experts reviewed the issue and recommended that investors be given another chance to re-lodge their shares for transfer.

Key Highlights

·       Opening of Special Window To support investor interests and ease the process of claim over purchased securities, SEBI has decided to introduce a special window allowing re-lodgement of transfer deeds. This applies to deeds lodged before April 01, 2019, but returned, not attended or rejected due to documentation issues or other reasons. The window will remain open for a 6(six)-month period, from July 07, 2025 to January 06, 2026.

·       Conditions for Re-lodgement

All shares re-lodged during this period, including pending cases with listed companies or RTAs, must be issued only in demat mode. The transfer-cumdemat process will apply to ensure seamless conversion from physical to dematerialised form.

·       Communication and Awareness

Listed companies, RTAs, and Stock Exchanges must actively publicise the availability of this special window through newspapers and social media every two months during the 6(six)-month window.

·       Support Infrastructure

RTAs and listed companies are required to set up dedicated teams to manage and process these re-lodgement requests efficiently and without delay.

·       Reporting Obligations

RTAs and listed companies must submit monthly reports covering:

o   Details of their publicity efforts

o   Data on securities re-lodged and processed for transfer and demat, in the format prescribed in Annexure-A of the circular