Master Circular on Surveillance of Securities Market

MASTER CIRCULAR

HO/43/15/12(3)2025-ISD-POD2/I/11734/2026 Issued on: March 23, 2023 Last updated on: May 15, 2026

To

1. All Recognized Stock Exchanges
2. All Depositories
3. All Listed Companies
4. Intermediaries registered with Securities and Exchange Board of India
5. Fiduciaries as per Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

Dear Sir/Madam,

Sub: Master Circular on Surveillance of Securities Market

1. For effective surveillance of the securities market, the Securities and Exchange Board of India (“SEBI” or “the Board”) has been issuing various Circulars from time to time.

2. In order to enable the market stakeholders to have access to all applicable circulars pertaining to surveillance of securities market at one place, the Master Circular dated September 23, 2024, on the subject, is being further updated to incorporate the provisions of the following circulars:

   a. “Framework of “Financial Disincentives for Surveillance Related Lapses” at Market Infrastructure Institutions” dated June 06, 2024 with reference number SEBI/HO/ISD/ISD-PoD-1/P/CIR/2024/73;

   b. “Allowing subscription to the issue of Non-Convertible Securities during trading window closure period” dated December 30, 2024 with reference number SEBI/HO/ISD/ISD-PoD-2/P/CIR/2024/180; and

   c. “Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 – Extension of automated implementation of trading window closure to Immediate Relatives of Designated Persons, on account of declaration of financial results” dated April 21, 2025 with reference number SEBI/HO/ISD/ISD-PoD-2/P/CIR/2025/55.

3. 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all directions/ instructions contained in the Circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to Surveillance of Securities Market.

4. 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   a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and

   b) any application made to the Board under the rescinded circulars prior to such rescission, and pending before it, shall be deemed to have been made under the corresponding provisions of this Master Circular; and

   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 have continued to be in force.

5. 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 interest of investors in securities and to promote the development of, and to regulate, the securities market.

6. This Master Circular is available on the SEBI website at https://www.sebi.gov.in/ in the path “Legal→Master Circulars”.

Yours sincerely,

A. Vijayan Deputy General Manager Phone: +91-22-26449631 E-mail: vijayan@sebi.gov.in

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TABLE OF CONTENTS

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LIST OF ABBREVIATIONS

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1. Trading Rules and shareholding in dematerialized mode¹

1.1. In the following cases (except for the original scrips, on which derivatives products are available or included in indices on which derivatives products are available), the trading shall take place in Trade for Trade (TFT) segment for first 10 trading days with applicable price band [***]²:

1.1.1. Merger, demerger, amalgamation, capital reduction/consolidation, scheme of arrangement, in terms of the Companies Act and/or as sanctioned by the Courts, in cases of rehabilitation packages approved by the National Company Law Tribunal (NCLT) under the provisions of Companies Act, 2013 and Insolvency and Bankruptcy Code, 2016 and in cases of Corporate Debt Restructuring (CDR) packages by the CDR Cell of the RBI.

1.1.2. Securities that are being admitted to trading from another stock exchange by way of direct listing/MOU/securities admitted for trading under permitted category.

1.1.3. Where suspension of trading is being revoked after more than one year.

1.2. Further, in all cases, the stock exchange(s) shall ensure that before starting trading in scrips, the companies have complied with the disclosure requirements and the same is publicly disseminated on the website of the stock exchange(s) to enable investors to take informed decision.

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¹ Circular no. SEBI/Cir/ISD/ 1 /2010 dated September 02, 2010 ² Omitted in line with Circular no. CIR/MRD/DP/02/2012 dated January 20, 2012 which has been consolidated in Chapter 1 of SEBI Master Circular for Stock Exchanges and Clearing Corporations dated December 30, 2024

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2. Monitoring of unauthenticated news circulated by SEBI Registered Market Intermediaries through various modes of communication³

2.1. It has been observed by SEBI that unauthenticated news related to various scrips are circulated through social media platforms/ instant messaging services/ VoIP/ blogs/chat forums/e-mail or any such medium by employees of Broking Houses/other intermediaries without adequate caution as mandated in the Code of Conduct for Stock Brokers and respective regulations of various intermediaries registered with SEBI.