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The Securities and Exchange Board of India (SEBI) has released a consultation paper to review the existing framework for block deals, a mechanism for large trades. This review follows feedback from various market participants, leading to a working group and subsequent deliberation by the Secondary Market Advisory Committee (SMAC). The proposed changes, outlined in a draft circular, introduce a dual-window system for block deals. The Morning Block Deal Window will operate from 8:45 AM to 9:00 AM, with the previous day’s closing price as the reference price. An Afternoon Block Deal Window will be active from 2:05 PM to 2:20 PM, using the volume-weighted average market price (VWAP) calculated between 1:30 PM and 2:00 PM as its reference price.

The proposal also sets a minimum order size of ₹25 crores and specifies price ranges for trades: ±1% for F&O stocks and ±3% for other stocks, relative to the respective reference prices. All trades executed in these windows must result in delivery and cannot be reversed. Stock exchanges will be required to publicly disseminate details of these deals after market hours. These changes are designed to update the current block deal framework, with public comments being accepted until September 15, 2025.

Securities And Exchange Board of India 

Consultation Paper: Review of Block Deal Framework

1. Based on the feedback received from various stakeholders, a Working Group of Stock Exchanges (BSE & NSE), Clearing Corporations (NCL & ICCL), AMFI, ANMI and BBF was constituted to review the existing Block Deal Framework.

2. Taking into account the recommendations of the WG and subsequent internal deliberations, an agenda was placed before the Secondary Market Advisory Committee (SMAC).

3. Considering the deliberations of SMAC, a draft circular containing suggested modifications to the existing block deal framework is placed at Annexure-A for public comments.

4. Please submit your comments/suggestions by September 15, 2025, through the following link:

https://www.sebi.gov.in/sebiweb/publiccommentv2/PublicCommentAction.do?doP ublicComments=yes

5. In case of any technical issues with the web-based public comments form, you may send your comments via email to aditya@sebi.gov.in, yerasiv@sebi.gov.in, and mrdpod3@sebi.gov.in. Please use the subject line: Draft Circular on review of Block Deal frameworkin comments.

Issued on: August 22, 2025

Annexure-A

DRAFT CIRCULAR

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- oD2/CIR/P/2024/00181 dated December 30, 2024 for “Stock Exchanges and Clearing Corporations” contains provisions with respect to the Block Deal Framework.

2. Based on the feedback received from various stakeholders, recommendations of the Working group, deliberations in Secondary Market Advisory Committee (SMAC) and subsequent internal deliberations, 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 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. For this purpose, stock exchanges are permitted to provide a separate trading window.

2.2. Block deal 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 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 01:30 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 as per the following price ranges:

2.2.2.1. For F&O Stocks: Within +1% of the applicable reference price in the respective windows.

2.2.2.2. For other than F&O Stocks: Within +3% of the applicable reference price in the respective windows and subject to surveillance measures, if any.

2.2.3. Order Size: The minimum order size for execution of trades in the block deal windows shall be Rs. 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. 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 30th day of issuance of the circular.

Yours faithfully,

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