Securities and Exchange Board of India (SEBI) has introduced the Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025, aimed at enhancing investor protection and regulatory compliance across multiple financial market participants. The amendment, enacted under various sections of securities-related legislation, applies to stock brokers, merchant bankers, debenture trustees, registrars, share transfer agents, mutual funds, and custodians, among others. The primary objective is to ensure that these entities comply with the Investor Charter, which SEBI will specify and update periodically. This move aligns with SEBI’s efforts to bring uniformity and transparency across financial intermediaries, thereby strengthening investor confidence.
The amendments introduce specific provisions in multiple SEBI regulations, requiring regulated entities to adhere to the Investor Charter. This includes compliance obligations for alternative investment funds, investment advisers, research analysts, real estate and infrastructure investment trusts, foreign portfolio investors, portfolio managers, and vault managers. Each of these entities must now integrate the Investor Charter into their operational framework as per SEBI’s directives. The regulations come into force upon their publication in the Official Gazette, reinforcing SEBI’s commitment to regulatory oversight and investor protection.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 10th February, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (INVESTOR CHARTER) (AMENDMENT) REGULATIONS, 2025
F. No. SEBI/LAD-NRO/GN/2025/228.—In exercise of the powers conferred by section 31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), section 30 read with section 11 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) and section 25 of the Depositories Act, 1996 (22 of 1996), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992, the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, the Securities and Exchange Board of India (Custodian) Regulations, 1996, the Securities and Exchange Board of India {KYC (Know Your Client) Registration Agency} Regulations, 2011, the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013, the Securities and Exchange Board of India (Research Analysts) Regulations, 2014, the Securities and Exchange Board of India (Real Estate Investment Trusts), Regulations, 2014, the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020, the Securities and Exchange Board of India (Vault Managers) Regulations, 2021 namely:—
1. These regulations may be called the Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992, after regulation 18D, the following regulation shall be inserted, namely, —
“Investor Charter.
18DA. The stock broker shall ensure compliance with the Investor Charter specified by the Board from time to time.”
4. In the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, after regulation 28C, the following regulation shall be inserted, namely, —
“Investor Charter.
28D. The merchant banker shall ensure compliance with the Investor Charter specified by the Board from time to time.”
5. In the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, after regulation 15C, the following regulation shall be inserted, namely, —
“Investor Charter.
15D. The registrar to an issue and share transfer agent shall ensure compliance with the Investor Charter specified by the Board from time to time.”
6. In the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, after regulation 14B, the following regulation shall be inserted, namely, —
“Investor Charter.
14C. The debenture trustee shall ensure compliance with the Investor Charter specified by the Board from time to time.”
7. In the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, after regulation 16B, the following regulation shall be inserted, namely, —
“Investor Charter.
16C. The banker to an issue shall ensure compliance with the Investor Charter specified by the Board from time to time.”
8. In the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, after sub-regulation 29 of regulation 25, the following sub-regulation shall be inserted, namely, —
“(30) An asset management company shall ensure compliance with the Investor Charter specified by the Board from time to time.”
9. In the Securities and Exchange Board of India (Custodian) Regulations, 1996, after regulation 20, the following regulation shall be inserted, namely, —
“Investor Charter.
20A. The custodian shall ensure compliance with the Investor Charter specified by the Board from time to time.”
10. In the Securities and Exchange Board of India {KYC (Know Your Client) Registration Agency} Regulations, 2011, after clause (p) of regulation 15, the following clause shall be inserted namely, —
“(q) The KRA shall ensure compliance with the Investor Charter specified by the Board from time to time.”
11. In the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, after sub-regulation 22 of regulation 20, the following sub-regulation shall be inserted, namely, —
“(23) The Alternative Investment Fund shall ensure compliance with the Investor Charter specified by the Board from time to time.”
12. In the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013, after sub-regulation 14 of regulation 15, the following sub-regulation shall be inserted, namely, —
“(15) An investment adviser shall ensure compliance with the Investor Charter specified by the Board from time to time.”
13. In the Securities and Exchange Board of India (Research Analysts) Regulations, 2014, after sub-regulation 8 of regulation 24, the following sub-regulation shall be inserted, namely, —
“(9) A research analyst shall ensure compliance with the Investor Charter specified by the Board from time to time.”
14. In the Securities and Exchange Board of India (Real Estate Investment Trusts), Regulations, 2014, after sub-regulation 30 of regulation 10, the following sub-regulation shall be inserted, namely, —
“(31) The manager shall ensure compliance with the Investor Charter as may be specified by the Board from time to time.”
15. In the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, after sub-regulation 28 of regulation 10, the following sub-regulation shall be inserted, namely, —
“(29) The investment manager shall ensure compliance with the Investor Charter as may be specified by the Board from time to time.”
16. In the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, after regulation 40, the following regulation shall be inserted, namely, —
“Investor Charter.
40A. The depository participant shall ensure compliance with the Investor Charter specified by the Board from time to time.”
17. In the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, after regulation 31, the following regulation shall be inserted, namely, —
“Investor Charter.
31A. The designated depository participant shall ensure compliance with the Investor Charter specified by the Board from time to time.”
18. In the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020, after sub-regulation 11 of regulation 23, the following sub-regulation shall be inserted, namely, —
“(12) The portfolio manager shall ensure compliance with the Investor Charter specified by the Board from time to time.”
19. In the Securities and Exchange Board of India (Vault Managers) Regulations, 2021, after regulation 16B, the following regulation shall be inserted, namely, —
“Investor Charter.
16C. The Vault Manager shall ensure compliance with the Investor Charter specified by the Board from time to time.”
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./959/2024-25]
