SEBI has released a Master Circular dated July 11, 2025, superseding earlier circulars related to listing obligations and disclosure requirements for:
🔹 Non-Convertible Securities (NCS)
🔹 Securitized Debt Instruments (SDIs)
🔹 Commercial Paper (CP)
This Master Circulars aims to:
✅ One-stop Compliance Reference | Circulars up to June 30, 2025 now superseded and one unified circular issued for ease of understanding and disclosures in defined format, all placed in this Master Circular.
✅ Stakeholder Responsibility | Issuers, stock exchanges and intermediaries must align their internal systems, bye-laws and compliance monitoring accordingly.
✅ Specified Formats Introduced | Clear disclosure templates provided for financials, credit ratings, governance, unclaimed amounts and default reporting.
✅ No Disruption to Past Actions | Any prior applications, approvals or actions under the old circulars remain valid under this master version.
📂 The circular prescribes the following chapter-wise formats and procedural guidelines:
Chapter 1: Formats for filing financial information
Chapter 2: Formats for Limited Review Report / Audit Report for issuers of Non-Convertible Securities
Chapter 3: Disclosure of the Impact of Audit Qualifications by listed entities
Chapter 4: Format for Statement of Utilization and Statement of Deviation/Variation in use of issue proceeds of listed NCS
Chapter 5: Disclosures of defaults in interest/principal repayment on loans from banks/FIs and unlisted debt securities
Chapter 6: Schemes of Arrangement involving NCDs/NCRPS issued in lieu of specified securities
Chapter 7: Corporate Governance disclosure formats for high-value debt listed entities
Chapter 8: Related Party Transaction (RPT) disclosure obligations
Chapter 9: Format for reporting non-compliance with continuous disclosure norms
Chapter 10: Statement/report formats to be submitted by entities listing Securitized Debt Instruments
Chapter 11: Formats for rating reviews and payment obligation disclosures
Chapter 12: Scheme(s) of Arrangement by entities with listed NCDs/NCRPS
Chapter 13: Procedural framework for handling unclaimed amounts related to listed NCS and investor claim mechanisms
Chapter 14: Limited relaxations from compliance with certain regulatory provisions
This Master Circular supersedes the previous Operational Circular and acts as a comprehensive reference under Regulation 101 of SEBI (LODR) Regulations, 2015.
The below is the list of circulars superseded:
- SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/48 dated May 21, 2024 – Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
- SEBI/HO/DDHS/DDHS-PoD-1/P/ CIR/2025/83 dated June 05, 2025 – Limited relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
