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/2025/0000000103 · 2025-07-11 · SEBI Department of Debt and Hybrid Securities

Summary

This section establishes the Master Circular to consolidate SEBI's circulars regarding listing obligations for Non-convertible Securities, Securitized Debt Instruments, and Commercial Paper. It specifies that the document comes into force upon issuance and supersedes previous circulars while preserving pending applications and actions. The text further outlines compliance duties for stock exchanges and issuers and cites the statutory powers under which the circular is issued. This section mandates the specific formats for Statements of Assets and Liabilities and Cash Flows, requiring compliance with Schedule III of the Companies Act, 2013. It establishes disclosure obligations for listed entities regarding reasons for delays in submitting financial results to Stock Exchanges. Additionally, it prescribes newspaper publication formats for financial results and provides illustrative templates for Limited Review Reports and Audit Reports. This section provides illustrative formats for Limited Review Reports specifically for Banks and NBFCs regarding their unaudited quarterly financial results. It further presents an Independent Auditor’s Report format expressing an unmodified opinion o

Text

Provisions of circulars issued till June 30, 2025 are incorporated in this Master Circular to enable stakeholders access to all applicable directions at one place.

This Master Circular shall come into force from the date of its issuance and the circulars mentioned at Annex-1 shall stand superseded with the issuance of the Master Circular.

Directions or other guidance issued by SEBI specifically applicable for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper shall continue to remain in force.

Anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular.

Any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of these regulations.

Recognized Stock Exchanges, Issuers and other stakeholders are directed to comply with the conditions laid down in this circular.

Recognized Stock Exchanges, Issuers and other stakeholders are directed to bring the provisions of this circular to the notice of listed entities/ issuers of listed Non-Convertible Securities, Securitized debt instruments, and/ or Commercial Paper.

Recognized Stock Exchanges, Issuers and other stakeholders are directed to disseminate the provisions of the circular on their website.

Recognized Stock Exchanges, Issuers and other stakeholders are directed to put in place necessary systems and infrastructure for implementation of this circular.

Recognized Stock Exchanges, Issuers and other stakeholders are directed to monitor compliance with the provisions of the circular.

Recognized Stock Exchanges, Issuers and other stakeholders are directed to make consequential changes, if any, to their respective bye-laws.

Recognized Stock Exchanges, Issuers and other stakeholders are directed to communicate and create awareness amongst the stakeholders.

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Source: SecMarx — Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.