Securities and Exchange Board of India (SEBI) issued an updated Master Circular on Surveillance of Securities Market on May 15, 2026, consolidating and revising earlier surveillance-related circulars to provide stakeholders with a single reference framework. The circular applies to stock exchanges, depositories, listed companies, intermediaries, and fiduciaries governed under the SEBI (Prohibition of Insider Trading) Regulations, 2015. It incorporates key updates relating to financial disincentives for surveillance lapses at Market Infrastructure Institutions, subscription to non-convertible securities during trading window closure periods, and extension of automated trading window closure mechanisms to immediate relatives of designated persons during financial result declarations. SEBI clarified that all earlier circulars listed in the appendix stand rescinded to the extent they relate to securities market surveillance, while preserving actions, liabilities, proceedings, penalties, and applications initiated under previous circulars. The Master Circular was issued under Section 11(1) of the SEBI Act, 1992.
Securities and Exchange Board of India
Master Circulars No. HO/43/15/12(3)2025-ISD-POD2/I/11734/2026 | May 15, 2026
Issued on: March 23, 2023
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 “LegalMaster Circulars”.
Yours sincerely,
A Vijayan Deputy
General Manager
Phone: +91-22-26449631
E-mail: vijayan@sebi.gov.in
