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Background

The year 2025 marks a significant regulatory overhaul in Indian securities markets. Through a series of focused circulars, SEBI has targeted improved governance standards, investor protection, and digital compliance. This article presents a chronological, in-depth explanation of the most important amendments and circulars issued since January 2025 under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) and SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT”). Each section covers the summary, scope, effective date, and actionable requirements for listed companies and compliance professionals.

1. ISF Norms under Regulation 30 (Material Events / Disclosures)

Circular: SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/25
Date: February 25, 2025
Title: Industry Standards on Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Summary

Regulation 30 governs disclosure of material events and information by listed entities. To harmonize disparate practices and provide clarity, SEBI issued detailed “Industry Standards Framework” (ISF) under Regulation 30:

• Clarifies the nature and types of events/information regarded as material.
• Prescribes guiding principles for timely, uniform, and detailed public disclosures.
• Addresses frequently faced practical challenges (e.g., how to determine materiality, format of disclosures).

Applicability

• All listed entities (equity, debt, NCD, NCRPS).

Effective Date

• February 25, 2025

Actionables

• Overhaul disclosure policies for alignment with ISF.
• Train compliance and secretarial staff on revised disclosure evaluation and processes.
• Establish robust audit trails and internal SOPs for event tracking and prompt stock exchange submission.

2. Change in Shareholding Pattern (SHP) Format

Circular: SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/35
Date: March20,2025
Title: Disclosure of holding of specified securities in dematerialized form

Summary

SEBI amended the shareholding pattern reporting format, requiring:

• Disclosure of all promoters’ names, even with zero shareholding, to trace control and influence.
• Detailed disclosure of encumbrances (pledge, lien, non-disposal undertakings) on promoter and promoter group shares.
• Disclosure of “diluted shareholding” to reflect possible equity dilution from convertibles, ESOPs, etc., and details on such instruments.

Applicability

• All listed equity entities (mainboard, SME, etc.).
• Not mandatory for debt-only listed entities.

Effective Date

• March 20, 2025

Actionables

• Update shareholding pattern templates to new format.
• Gather data on all promoters (including non-shareholder promoters), verify encumbrances, and mapping of convertible instruments/ESOPs.
• Communicate changes to promoters and registrar/transfer agents (RTAs) for accurate reporting.

3. Automated Trading Window Closure (TWC): PAN Freezing of Immediate Relatives

Circular: SEBI/HO/ISD/ISD-PoD-2/P/CIR/2025/55
Date: April21,2025
Title: Trading Window closure period: Extension of automated implementation to Immediate Relatives of Designated Persons

Summary

SEBI expanded the automated mechanism for freezing PANs, during TWC:

• Covers not only designated persons but also their immediate relatives.
• Prevents trading during sensitive periods (e.g., pending financial results), minimizing inadvertent insider trading.
• Introduced initially for the top 500 listed entities, subsequently extended to all listed companies.

Applicability & Effective Date

• Top 500 listed entities: From April 21, 2025
• All listed entities: From October 1, 2025

Actionables

• Update insider trading policies and systems to include all immediate relatives of designated persons.
• Collect, verify, and regularly update PAN and relation details.
• Implement or enhance system-driven controls for PAN freezing and communicate these changes to insiders and their families.

4. Relaxation for Physical Circulation of Annual Reports (QR Code Mandate)

Circular: SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/83
Date: June5,2025
Title: Limited relaxation from compliance with certain provisions of the SEBI LODR Regulations, 2015

Summary

Recognizing practical difficulties, SEBI permitted companies with listed non-convertible securities (NCS) to:

• Skip sending physical copies of annual reports to security holders.
• Condition: The annual report and financial results must be published in a digital format, accessible through a QR code in public disclosures, ensuring security holders’ access.

Applicability

• Entities with listed non-convertible securities (NCDs, NCRPS, structured debts, etc.)
• Not necessary for pure equity listed companies unless they also have NCS listed.

Effective Date

• June 5, 2025

Actionables

• Publish digital versions of annual reports and financials together with QR codes.
• Inform security holders of the new mechanism.
• Ensure continuous access to digital documents and maintain relevant audit records.

5. ISF Norms for Related Party Transactions (RPT)

Circular: SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93
Date: June26,2025
Title: Industry Standards on “Minimum Information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions”

Summary

SEBI notified minimum standards for disclosures and approvals of RPTs:

• Specifies detailed information to be placed before Audit Committees (AC) and shareholders: e.g., transaction details, value, rationale, pricing methodology, expected benefits/risks, valuation opinions, and details of all concerned parties.
• Brings standardization in RPT proposals for accountability and informed approvals.

Applicability

• All entities with listed equity.
• Listed debt entities where RPT norms under LODR apply.

Effective Date

• September 1, 2025

Actionable:

• Align internal RPT review/checklists and templates to the SEBI-mandated ‘minimum information’ list.
• Ensure that all proposals sent to the Audit Committee/Shareholders include these details.
• Train the relevant teams (finance, secretarial, legal) on the revised requirements.

Chronological Summary Table

Circular Topic	Circular No.	Applicability	Effective Date
ISF on Regulation 30 (Disclosures)	2025/25	All listed entities	Feb 25, 2025
Shareholding Pattern (SHP) Format Change	2025/35	All listed equity entities	Mar 20, 2025
TWC: PAN freezing of Immediate Relatives	2025/55	Top 500 listed, All listed	Apr 21, 2025 / Oct 1, 2025
QR Code for Annual Report (NCS)	2025/83	Listed NCS entities	Jun 5, 2025
ISF Norms for RPT	2025/93	Equity listed, listed debt (RPT)	Jun 26, 2025

Conclusion & Key Implementation Steps

• Revise and document all internal compliance SOPs: Disclosure, insider management, RPT approvals, and investor communication procedures must reflect the latest regulatory changes.
• Data-driven compliance: Proactively collect and maintain databases—for promoters, immediate relatives, encumbrances, and convertible instruments.
• Continuous training: Sensitize Compliance, Secretarial, and related teams on ISF expectations, disclosure triggers, and new actionables.
• Stakeholder communication: Clearly communicate new processes to Board committees, key management, and security holders for smooth adoption.

With these changes, SEBI has set a new benchmark for transparency, accountability, and digital transition in Indian capital markets. Thorough adoption of the revised standards and timely compliance are critical to avoid defaults and regulatory action.

Disclaimer:This article provides general information existing at the time of preparation and we take no responsibility to update it with the subsequent changes in the law. The article is intended as a news update and Affluence Advisory neither assumes nor accepts any responsibility for any loss arising to any person acting or refraining from acting as a result of any material contained in this article. It is recommended that professional advice be taken based on specific facts and circumstances. This article does not substitute the need to refer to the original pronouncement.

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