Review of Block Deal Framework

[Image omitted. See the official document.]

CIRCULAR

SEBI/HO/MRD/POD-III/CIR/P/2025/134

October 08, 2025

To

All Recognized Stock Exchanges All Recognized Clearing Corporations All Depositories

Sir/Madam,

Subject: Review of Block Deal Framework

1. Paragraph 1.2 of Chapter 1 of SEBI Master Circular No. SEBI/HO/MRD-PoD2/CIR/P/2024/00181 dated December 30, 2024 for “Stock Exchanges and Clearing Corporations” contains provisions with respect to the Block Deal Framework on the stock exchange platform. Further, Paragraph 3.5 of SEBI Circular No. SEBI/HO/MRD/MRD-PoD-3/P/CIR/2024/172 dated December 10, 2024 on “Enhancement in the scope of optional T+0 rolling settlement cycle in addition to the existing T+1 settlement cycle in Equity Cash Markets” prescribes for a block deal window under the optional T+0 settlement cycle in addition to the block deal windows under the T+1 settlement cycle.

2. Based on the recommendations of the Working Group, deliberations in Secondary Market Advisory Committee of SEBI (SMAC) and public comments received, it has been decided to modify the existing Block Deal Framework. Accordingly, the provisions under Paragraph 1.2 of Chapter 1 of the above mentioned Master Circular and Paragraph 3.5 of SEBI Circular dated December 10, 2024 stand modified as under:

2.1. Block deal is execution of large trades through a single transaction without putting either the buyer or seller in a disadvantageous position. The Stock Exchanges may set their trading hours between 08:45 AM to 05:00 PM and for the Block deal mechanism, stock exchanges are permitted to provide a separate trading window(s).

2.2. The Block Deal Framework will be subject to the following conditions:

2.2.1. Block Deal Windows:

2.2.1.1. Morning Block Deal Window: This window shall operate between the trading hours of 08:45 AM to 09:00 AM. The reference price for execution of block deals in this window shall be the previous day closing price of the stock.

2.2.1.2. Afternoon Block Deal Window: This window shall operate between 02:05 PM to 2:20 PM. The reference price for block deals in this window shall be the volume weighted average market price (VWAP) of the trades executed in the stock in the cash segment between 01:45 PM to 02:00 PM. Between the period 02:00 pm to 02:05 pm, the stock exchanges shall calculate and disseminate necessary information regarding the VWAP applicable for the execution of block deals in the Afternoon block deal window.

2.2.2. Price Range: The orders placed shall be within ±3% of the applicable reference price in the respective windows as stated above, subject to surveillance measures and applicable price bands.

2.2.3. Order Size: The minimum order size for execution of trades in the block deal windows shall be INR 25 Crores. Every trade executed in the block deal windows must result in delivery and shall not be squared off or reversed.

2.2.4. The stock exchanges shall disseminate the information on block deals such as the name of the scrip, name of the client, quantity of shares bought/sold, traded price, etc. to the general public on the same day, after the market hours.

2.2.5. The above provisions shall also be applicable for the block deal window under the optional T+0 settlement cycle.

2.2.6. Stock Exchanges, Clearing Corporations and Depositories shall ensure that all appropriate trading and settlement practices as well as surveillance and risk containment measures, etc., as applicable to the normal trading segment, shall be applicable and implemented in respect of Block Deal windows also.

3. Applicability: The provisions of the circular shall be applicable from the 60th day of issuance of the circular.

4. All MIIs are advised to:

4.1. take necessary steps and put in place necessary systems for implementation of the above.

4.2. make necessary amendments to the relevant byelaws, rules and regulations, wherever required, for the implementation of the above; and.

4.3. bring the provisions of this circular to the notice of the market participants (including investors) and disseminate the same on their website.

5. This circular is issued in exercise of the powers conferred under section 11(1) of the Securities and Exchange Board of India Act 1992 read with Regulation 51 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 and section 26(3) of the Depositories Act, 1996 read with Regulation 97 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

6. This circular is available on SEBI website at www.sebi.gov.in at “Legal Framework - Circulars.”

Yours faithfully,

Lamber Singh Deputy General Manager Tel. No. 022-26449667 Email: lambers@sebi.gov.in