SEBI master-circular HO/38/12/11(1)2026-MIRSD-POD/I/4360/2026 · 06 Feb 2026
Summary
Check the official recordThis Master Circular consolidates existing SEBI regulatory instructions for Research Analysts (RAs) and Proxy Advisors. It provides a comprehensive framework covering registration, qualification, certification, deposit requirements, and operational guidelines. Key areas include administration by the Research Analyst Administration and Supervisory Body (RAASB), investor grievance redressal, advertisement codes, and technology-related compliance such as cybersecurity and SaaS usage. The circular also outlines reporting requirements, including periodic reports and annual compliance audits. Existing circulars listed in the appendix are rescinded, though actions taken under them remain valid. This document serves as the primary reference for RAs to ensure compliance with SEBI regulations, protecting investor interests and promoting market integrity.
What you must do
HO/38/12/11(1)2026-MIRSD-POD/I/4360/2026
February 06, 2026
To,
All Research Analysts Research Analysts Administration and Supervisory Body (RAASB)
Dear Madam / Sir,
Subject: Master Circular for Research Analysts
For effective regulation of Research Analysts, the Securities and Exchange Board of India has been issuing various Circulars from time to time.
In order to enable Research Analysts and other market stakeholders to have access to all applicable Circulars in the subject matter at one place, this Master Circular is issued. This master circular has been updated to incorporate the provision of the Circular(s) given in the appendix to this Master Circular.
With the issuance of this Master Circular, all directions/instructions contained in the Circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to Research Analysts.
Notwithstanding such rescission,
a) Anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;
b) Any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;
c) The previous operation of the rescinded circulars or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force.
This Master Circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market
This Master Circular is available on SEBI website at www.sebi.gov.in in the path “Legal >Master Circulars”.
Yours faithfully
Aradhana Verma General Manager Tel. No. 022-26449633 aradhanad@sebi.gov.in
| Sr. No. | Subject | Page No. |
|---|---|---|
| I. | GUIDELINES FOR RESEARCH ANALYSTS | |
| 1. | Guidelines for Research Analysts | 6 |
| 2. | Procedural Guidelines for Proxy Advisors | 20 |
| II. | ADMINISTRATION AND SUPERVISION OF RESEARCH ANALYSTS | |
| 3. | Framework for administration and supervision of Research Analysts | 21 |
| 4. | Recognition of BSE Limited as Research Analyst Administration and Supervisory Body (RAASB) | 23 |
| III. | INVESTOR COMPLAINTS | |
| 5. | Grievance Resolution between listed entities and proxy advisers | 24 |
| 6. | Redressal of investor grievances through SEBI Complaints Redress system (SCORES) Platform and Online Dispute Resolution (ODR) Platform | 25 |
| 7. | Investor Charter for Research Analysts | 27 |
| IV. | TECHNOLOGY RELATED | |
| 8. | Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions | 27 |
| V. | MISCELLANEOUS | |
| 9. | Procedure for seeking prior approval for change in control | 28 |
| 10. | Prior approval for change in control: Transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control | 31 |
| 11. | Advertisement code and usage of brand name/trade name | 33 |
| 12. | Optional mechanism for fee collection by SEBI registered Investment Advisers (IAs) and Research Analysts (RAs) | 38 |
| 13. | Unauthenticated news circulated by SEBI Registered Market Intermediaries through various modes of communication | 39 |
| 14. | Guidelines on outsourcing of activities by Intermediaries | 40 |
| 15. | Framework for Regulatory Sandbox | 41 |
| 16. | General Guidelines for dealing with Conflicts of Interest of Intermediaries and their Associated Persons in Securities Market | 41 |
| 17. | Approach to securities market data access and terms of usage of data provided by data sources in Indian securities market | 43 |
| 18. | Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under | 44 |
| 19. | Know Your Client (KYC) Requirements | 44 |
| 20. | Relaxation on geo tagging requirement in India for NRIs while undertaking re-KYC | 45 |
| 21. | Association of persons regulated by the Board and their agents with certain persons | 45 |
| 22. | Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA) | 47 |
| 23. | Interim arrangement for certified past performance of Research Analysts prior to operationalisation of Past Risk and Return Verification Agency (“PaRRVA”) | 47 |
| 24. | Cybersecurity and Cyber Resilience Framework (CSCRF) | 49 |
| 25. | Norms for sharing of real time price data to third parties | 50 |
| 26. | Adoption of Standardised, Validated and Exclusive UPI IDs for Payment Collection by SEBI Registered Intermediaries from Investors | 51 |
| 27. | Rights of Persons with Disabilities Act, 2016 and rules made thereunder- mandatory compliance by all Regulated Entities. | 51 |
| 28. | Frequently Asked Questions (FAQs) related to regulatory provisions for Research Analysts | 52 |
| VI. | REPORTING REQUIREMENTS | |
| 29. | Periodic reporting by Research Analysts | 53 |
| 30. | Undertaking on compliance of the advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions to be submitted half yearly | 53 |
| 31. | Submission of annual audit report and adverse findings, if any | 54 |
| VII. | ANNEXURES | |
| 32. | ANNEXURE A - Guidelines for recommendation of ‘model portfolio’ by Research Analysts | 54 |
| 33. | ANNEXURE B - Minimum mandatory terms and conditions to be disclosed to clients | 57 |
| 34. | ANNEXURE C - Detailed framework for RAASB | 62 |
| 35. | ANNEXURE D - Investor Charter for RAs | 68 |
| 36. | ANNEXURE E - Complaint Data to be displayed by RAs | 73 |
| 37. | ANNEXURE F - Advisory for Financial Sector Organizations Software as a Service (SaaS) based solution | 75 |
| 38. | ANNEXURE G - Declaration cum undertaking for seeking prior approval for change in control | 77 |
| 39. | ANNEXURE H - Principles for outsourcing for intermediaries | 79 |
| 40. | ANNEXURE I- Frequently Asked Questions (FAQs) related to regulatory provisions for Research Analysts | 85 |
| 41. | ANNEXURE J - Periodic Reporting Format for Proxy Advisers (PA) | 100 |
| VIII. | APPENDIX : List of Circulars/ Notifications/Communications | 102 |
1. Guidelines for Research Analysts¹
The Research Analysts shall ensure compliance with the following guidelines specified under the SEBI (Research Analysts) Regulations, 2014 (hereinafter referred to as “RA Regulations”):
1.1 Qualification and certification requirements
a. Regulation 7 of the RA Regulations specifies the minimum qualification and certification requirements for RAs. It is clarified that the revised qualification requirements shall not be required to existing individual RAs, Principal officer of non-individual RAs or research entity, individuals employed as research analysts and partners of research analyst, if any, engaged in providing research services. However, they shall hold NISM certifications and comply with other conditions specified under Regulation 7(3) of the RA Regulations.
b. As per Regulation 7(1) (b) of SEBI (Research Analysts) Regulations, 2014, Post Graduate Program in the Securities Market (Research Analysis) from NISM (or any other program of NISM as may be specified by the Board) has been provided as an eligible qualification for an Individual research analyst or principal officer of a non-individual research analyst or individual employed as research analyst or persons associated with research services or partners of a research analyst, if any, engaged in research services.
In this regard, for sake of clarity, it has been specified that the applicants who meet the qualification criteria provided under Regulation 7(1)(b) shall not be required to obtain initial entry level certification (as applicable for applicants with other qualifications) from NISM or from any other organization or institution accredited by NISM. However, as provided under Regulation 7(3), such persons shall be required to obtain relevant renewal certification from NISM or from any other organization or institution accredited by NISM, within three years from the date of registration certificate.
Key dates
Who is affected
Thresholds
Exceptions
If you do not comply