The Securities and Exchange Board of India (“SEBI”), in exercise of powers conferred under Section 11(1) and Section 11A(2) of the Securities and Exchange Board of India 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, vide Circular No. SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000103,[1] dated July 11, 2025, has issued a comprehensive Master Circular consolidating all applicable circulars and directions related to listing obligations and disclosure requirements for the following listed instruments: Non-Convertible Securities (“NCS”); Securitized Debt Instruments (“SDIs”); and Commercial Paper (“CP”) (“Master Circular”).
This initiative aims to streamline regulatory references by bringing together relevant provisions issued up to June 30, 2025, into a single document, thereby enhancing regulatory clarity and ease of compliance for issuers and stakeholders.
Key Highlights
- Consolidation of Guidance: All existing SEBI circulars relevant to NCS, SDIs, and CPs have now been merged into one Master Circular. This replaces earlier circulars listed in Annex-1 of the Master Circular.
- Renaming of Circular: What was previously referred to as the Operational Circular has now been renamed as the Master Circular (effective from June 30, 2023).
- Continuity of Past Actions: Any actions, approvals, or applications made under the rescinded circulars shall be deemed valid and considered under this Master Circular, ensuring legal continuity.
- Obligations of Stakeholders: Recognized stock exchanges, issuers, and relevant intermediaries must:
(a) Comply with the new provisions.
(b) Update their internal systems and processes accordingly.
(c) Disseminate the circular through official channels, including websites.
(d) Ensure compliance monitoring and make any necessary changes to their bye-laws.
[1]https://www.sebi.gov.in/legal/master-circulars/jul-2025/master-circular-for-listing-obligations-and-disclosure-requirements-for-non-convertible-securities-securitized-debt-instruments-and-or-commercial-paper_95230.html