Summary: SEBI’s Board memorandum reviews the requirement for Research Analysts (RAs) and Research Entities (REs) to maintain call recordings of interactions with institutional investors. It proposes amending Regulation 25(1)(vii) of the SEBI (Research Analysts) Regulations, 2014, so that maintaining such call recordings would no longer be mandatory for institutional clients. The definition of institutional investor would be linked to Regulation 2(1)(y) of the SEBI ICDR Regulations, 2018. The proposal also envisages corresponding changes to the Master Circular for Research Analysts dated 6 February 2026.
Other records of client interactions would continue to be maintained, including records concerning prospective clients and applicable retention obligations. During public consultation, 22 responses were received: four strongly agreed, four agreed, thirteen partially agreed and one disagreed. SEBI considered suggestions to extend the relaxation to other categories of clients and physical meetings but did not propose broadening the exemption. The memorandum seeks Board approval and proposes commencement thirty days after publication of the amendment in the Official Gazette. This is a proposal submitted for approval, not itself a notification bringing the relaxation into force.
Securities and Exchange Board of India
Review of regulatory requirement for maintenance of call records of institutional clients by Research Analysts or Research Entities
1. Objective:
1.1. This memorandum seeks approval of the Board to relax the requirement of maintenance of call records by Research Analysts (RAs) or Research Entity (RE) for clients which are institutional investors, by making suitable amendments to the Securities and Exchange Board of India (Research Analysts) Regulations, 2014 (“RA Regulations”).
2. Background:
2.1. Regulation 25(1)(vii) of the RA Regulations, inter-alia, provides as follows: “Maintenance of records.
25. (1) Research analyst or research entity shall maintain the following records: … …
(vii) records of communication including emails, call recordings etc. with all clients including prospective clients in such manner as may be specified; …”
2.2. Further, vide Paragraph 33 of Annexure I1 of Chapter VII of the Master Circular for Research Analysts dated February 06, 20262 (“Master Circular for RAs”), it is, inter-alia, clarified that RAs/ REs shall ensure compliance with the provision for maintenance of records of interactions even in case of their clients who are institutional investors or Qualified Institutional Buyers. It was also specified that call recording is not required if the interaction with client is made through means such as email, etc. for which digital footprint is available.
2.3. Furthermore, “institutional investors” and “Qualified Institutional Buyers” have been defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), as follows:
‘Regulation 2(1)(y) of the ICDR Regulations:
“institutional investor” means –
(i) qualified institutional buyer; or
(ii) family trust or intermediaries registered with the Board, with net worth of more than five hundred crore rupees, as per the last audited financial statements, for the purposes of listing and/ or trading on innovators growth platform in terms of Chapter X’.
‘Regulation 2(1)(ss) of the ICDR Regulations:
“qualified institutional buyer” means:
(i) a mutual fund, venture capital fund, alternative investment fund and foreign venture capital investor registered with the Board;
(ii) foreign portfolio investor other than individuals, corporate bodies and family offices;
(iii) a public financial institution;
(iv) a scheduled commercial bank;
(v) a multilateral and bilateral development financial institution;
(vi) a state industrial development corporation;
(vii) an insurance company registered with the Insurance Regulatory and Development Authority of India;
(viii) a provident fund with minimum corpus of twenty-five crore rupees;
(ix) a pension fund with minimum corpus of twenty-five crore rupees registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013;
(x) National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India;
(xi) insurance funds set up and managed by army, navy or air force of the Union of India;
(xii) insurance funds set up and managed by the Department of Posts, India;
(xiii) systemically important non-banking financial companies; and
(xiv) accredited investors as defined in clause (ab) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, for the limited purpose of their investment in Angel Funds registered with the Board, under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012’.
3. Need for review:
3.1. SEBI has received representations from market participants including (This has been redacted for reasons of confidentiality), requesting review of requirement of maintenance of call records. It was, inter-alia, submitted that institutional investors, in general, are sophisticated entities, possessing specialized knowledge and resources required to independently evaluate research inputs and investment opportunities vis-à-vis risks involved in the same and to undertake necessary due diligence before making investment decisions basis the research reports.
3.2. The requirement of maintaining records of client interactions is primarily intended to protect the interest of investors by facilitating supervisory oversight. As compared to other investors, institutional investors are more likely to be aware about their legal rights and the regulatory mechanisms available to protect their rights. Further, research analyst business does not involve client specific investment advice, asset management or trades execution.
4. Proposed regulatory changes:
4.1. After taking into account the feedback from the market and internal discussions, to facilitate ease of doing business for RAs, changes were proposed to the RA Regulations and the Master Circular for RAs, as given below:
A. Proposed amendments to the RA Regulations:
| Regulation No. | Extant regulation | Proposed regulation |
|---|---|---|
| 25(1)(vii) | 25 (1) Research analyst or research entity shall maintain the following records:
(i)…… … (vii) records of communication including emails, call recordings etc. with all clients including prospective clients in such manner as may be specified; …. |
25 (1) Research analyst or research entity sh all maintain the following records:
(i)…… … (vii) records of communication including emails, call recordings etc. with all clients including prospective clients in such manner as may be specified; Provided that the requirement |
| – | Currently institutional investor is not defined. | 2(1)(ia) “institutional investor” shall have the same meaning as assigned to it in clause (y) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; |
Note: Proposed changes underlined;
B. Proposed changes to the Master Circular for RAs:
| Paragraph No. | Existing provision | Proposed provision |
|---|---|---|
| Paragraph 1.13 of Chapter I of the Master Circular for RAs – KYC requirements and maintenance of record | (a) As provided under Regulation 25(1) of RA Regulations, RA or research entity shall follow the KYC procedure for their fee paying clients and maintain KYC records for their clients as specified by SEBI from time to time. Regulation 25 (1) of RA Regulations also provides that RA or research entity shall maintain the records with respect to its interaction with clients. In this regard, it is clarified that-
(b) RA shall maintain records of interactions, with all clients including prospective clients (prior to on-boarding), where any conversation related to its services has taken place, inter-alia, in the form of: 1. Physical record written & signed by client; 2. Telephone recordings; 3. Email from registered email id; 4. Record of SMS messages; 5. Any other legally verifiable record. (c) Such records shall begin with first interaction with the client and shall continue till the completion of research services to the client. (d) RA or research entity are required to maintain these records for a period of five years. However, in case where dispute has been raised, such records shall be kept till resolution of the dispute or if SEBI desires that specific records be preserved, then such records shall be kept till further intimation from SEBI. |
(a) As provided under Regulation 25(1) of RA Regulations, RA or research entity shall follow the KYC procedure for their fee paying clients and maintain KYC records for their clients as specified by SEBI from time to time.
(b) Regulation 25 (1) of RA Regulations also provides that RA or research entity shall maintain the records with respect to its interaction with clients. In this regard, it is clarified that- i. RA shall maintain records of interactions, with all clients including prospective clients (prior to on-boarding), where any conversation related to its services has taken place, inter-alia, in the form of: 1. Physical record written and signed by client; 2. Call recordings; 3. Email from registered email id; 4. Record of SMS messages; 5. Any other legally verifiable record. Provided that the requirement to maintain call recordings for interactions with clients which are institutional investors shall not be mandatory. ii. Such records shall begin with first interaction with the client and shall continue till the completion of research services to the client. iii. RA or research entity are required to maintain these records for a period of five years. However, in case where dispute has been raised, such records shall be kept till resolution of the dispute or if SEBI desires that specific records be preserved, then such records shall be kept till further intimation from SEBI. |
| Paragraph 33 of Annexure I of Chapter VII of the Master Circular for RAs – FAQs related to regulatory provisions for RAs | 33. Whether the following compliance requirements are also applicable in case of non-fee paying clients including institutional investors?
i… Response: i…. iii. The requirement of maintenance of records of interactions with clients such as call recordings, emails, etc. is applicable for fee-paying as well as non-fee paying clients whereas non-fee paying clients are the clients receiving research services as a value added service along with other services availed from the research entity or any other entity at family/ group level on payable basis. For the purpose of abundant clarity, it is to be stated that call recording is not required if the interaction with client is made through means such as email, etc. for which digital footprint is available. The purpose of the records of the client interaction is to document the interaction to cater to potential client grievances related to research services provided by the research analyst/ research entity. Access to an effective grievance redressal mechanism is a basic right of every investor irrespective of the nature of the investors i.e. individual/ HUF/ institutions etc. Hence, RAs/ research entities shall ensure compliance with the provision for maintenance of records of interactions even in case of their clients who are institutional investors or QIBs. |
33. Whether the following compliance requirements are also applicable in case of non-fee paying clients including clients which are institutional investors?
i… Response: i…. iii. The requirement of maintenance of records of interactions with clients such as call recordings, emails, etc. is applicable for fee-paying as well as non-fee paying clients whereas non-fee paying clients are the clients receiving research services as a value added service along with other services availed from the research entity or any other entity at family/ group level on payable basis. For the purpose of abundant clarity, it is to be stated that call recording is not required if the interaction with client is made through means such as email, etc. for which digital footprint is available. The purpose of the records of the client interaction is to document the interaction to cater to potential client grievances related to research services provided by the research analyst/ research entity. Hence, RAs/ research entities shall ensure compliance with the provision for maintenance of records of interactions for all their clients. Provided that the requirement to maintain call recordings for interactions with clients which are institutional investors shall not be mandatory. |
Note: Proposed changes underlined;
5. Public consultation:
5.1. A public consultation was undertaken on the aforementioned proposal of relaxing the existing requirement of maintenance of call records for clients which are institutional investors by RAs/ REs. A copy of the consultation paper is enclosed as Annex – A.
5.2. A total of 22 entities responded to the consultation paper with their views and suggestions. The respondents include Stock Exchanges, broker forum and market participants. While all but one of the respondents have agreed with the proposal, additional suggestions have been received. A summary of the public comments received on the said consultation is as under:
| No. of people/ entities who responded to the proposal | ||||||
| No. of people/ | entities | who responded to | the proposal | |||
| Proposal Description | Strongly agree | Agree | Partially Agree | Disagree | Strongly disagree | Total |
| Whether the proposal to relax the requirement of maintenance of call recordings of interaction with clients which are institutional investors by RAs is appropriate and adequate? | 4 | 4 | 13 | 1 | 0 | 22 |
The detailed comments are placed at Annex – B.
5.3. A summary of the comment which is in disagreement, and the suggestions received in consultation process and our observations thereof are given below:
5.3.1. Public comment disagreeing with the proposal:
Public comment: The proposal disrupts audit trail, dispute resolution and gives scope for selective and non-compliant verbal guidance from client, thereby weakening compliance oversight, evidence, inspections and investigations. Institutional investors exercise high bargaining power, market influence and access to management interactions compared to retail investors. Written correspondences are often delayed and may change the context and meaning that occurs in actual call conversations.
SEBI’s comments: All other records of interactions, other than call recordings with clients which are institutional investors shall continue to be maintained by the RA/ RE. Further, institutional investors are expected to exercise their own due diligence and evaluations before making their investment decisions. Therefore, no change is required to the proposal.
5.3.2. Suggestions received in public comments:
Suggestion 1: Exemption from call recording may be extended to all clients or specific categories like, non-individual clients, corporate clients, Portfolio Management Services, Alternate Investment Funds, high net-worth individuals, ultra-high net-worth individuals, family offices, eligible foreign entities, custody settled clients, accredited investors, investment vehicles, or by specifying net worth thresholds for such clients.
SEBI’s comments: The definition of “institutional investor” is comprehensive and already includes Portfolio Management Services, Alternate Investment Funds, Foreign Portfolio Investors, family trusts, corporates, multilateral financial institutions, mutual funds as well as intermediaries registered with Board, provided they satisfy the net- worth threshold. Further, custody settled clients are also majorly institutional clients. Further, accredited investors are also included in the definition of QIB to the extent of their investment in angel funds, as the current accreditation framework is based on investor undertaking and is consent-based and product-specific and not a blanket statutory assumption of institutional-level expertise. Further, the other investors like retail individual investors and high net-worth individuals, while having the financial or risk bearing capacity in line with institutional investors, may or may not have access to sophisticated tools or resources to evaluate research recommendations, unlike institutional investors. Therefore, no change is required to the proposal.
Suggestion 2: The record keeping may be limited to retention of email correspondence for institutional clients and non-individual clients.
SEBI’s comments: The maintenance of records of interactions have been specified on a broader level, keeping in mind that the intermediary can choose different modes of communicating with the clients including prospective clients. Such records facilitate audit trail, regulatory oversight and resolution of clients’ complaints. Therefore, no change is required to the proposal.
Suggestion 3: The records of physical meetings w.r.t retail investors and virtual meetings may also be exempted.
SEBI’s comments: The maintenance of records facilitates audit trail, regulatory oversight and resolution of clients’ complaints. Therefore, no change is required to the proposal.
Suggestion 4: The records of calls via virtual collaboration platforms be included within the ambit of exempted call recording requirement.
SEBI’s comments: The regulatory provision is principle-based requiring maintenance of records. The intermediary may utilize multiple mechanisms for making call to client. Accordingly, no change is suggested to the proposal.
Suggestion 5: Applicability of call recording requirements be limited to interaction with on-boarded clients and/ or retail individual investors.
SEBI’s comments: To avoid mis-selling of financial products to clients, it is necessary to include interactions with prospective clients as well. Further, all investors other than retail individual investors may not possess the professional knowledge and expertise as institutional investors. Therefore, no change is required to the proposal.
Suggestion 6: While onboarding of institutional clients the communication protocols between both the parties be clearly defined and agreed upon. Institutional clients shall provide explicit consent or acknowledgement for non-recording of calls.
SEBI’s comments: The suggestion may not be accepted, as the requirement for an RA to inform the client and obtain explicit consent or acknowledgement in cases where call records are not maintained may not be practical, particularly in the case of institutional investors, and may not be in line with the intent of the proposal. Such a requirement may also make the institutional investors more cautious of the regulatory requirement, resulting in RAs being required to comply with the call recording requirement. Further, in most cases, research services provided to institutional investors are in the nature of value- added services, for which no client signature is obtained. Accordingly, prescribing a specific consent or acknowledgement requirement may not be practical.
6. Applicability:
6.1. For operational convenience, the amendment in the RA Regulations as proposed at paragraph 4.1 (A) above, may be made effective from the expiry of thirty days from the date of notification of the amendment in the official Gazette.
7. Proposal for consideration and approval of the Board:
7.1. The Board is requested to:
7.1.1. consider and approve the proposal stated at paragraphs 4.1 (A) and 6 above to suitably amend the Securities and Exchange Board of India (Research Analysts) Regulations, 2014, as placed at Annex – C to this memorandum, to relax the requirement for RAs and REs to maintain call recordings of communications with clients which are institutional investors; and
7.1.2. authorize the Chairperson to take necessary steps to implement the proposals including notification of amendments, issuing circulars, wherever necessary with consequential and appropriate changes, as may be required.
Encls.:
Annex – A to Board Memorandum
Annex – B to Board Memorandum
Annex – C to Board Memorandum
Annex – A
Consultation Paper on “Relaxation in requirement of maintenance of call records for institutional clients – Amendment to the SEBI (Research Analysts) Regulations, 2014”
https://www.sebi.gov.in/reports-and-statistics/reports/may-2026/consultation-paper- on-relaxation-in-requirement-of-maintenance-of-call-records-for-institutional-clients- amendment-to-the-sebi-research-analysts-regulations-2014_101505.html
Annex – B Summary of public comments/ concerns/ suggestions received with respect to relaxation in requirement of maintenance of call records for institutional clients:
| SI. No. | Comment | Rationale | SEBI comments |
|---|---|---|---|
| 1. | Members support the proposed relaxation relating to call recordings for institutional investors and believes that the proposal strikes an appropriate balance between investor protection and operational efficiency. The proposed change would reduce unnecessary compliance burden while preserving adequate safeguards through altern ative records of communication | NA | The comment is in agreement with the proposal. |
| 2. | Suggestion to adopt a principle- based approach to recordkeeping for institutional clients and to consider the below proposed Regulation 25(1)(vii) as follows: “records of communications with all clients, including prospective clients, in such manner as may be specified; provided that — (a) the form and manner of maintaining such records for institutional investors shall be determined by the research analyst/ entity, so long as an adequate and auditable record of interactions is maintained; ” Additional suggestion: Scope of “Institutional Investors” To consider all sophisticated, large corporates non- retail entities & non- retail individual clients with net worth of more than five hundred crore rupees under the exemption of call recordings. | 1. Alignment with SEBI’s Risk Based Approach: 2. Focus on Outcomes Rather Than Prescribed Methods 3. Reflecting the Nature of Institutional Client Relationship 4. Harmonization with Global R egulatory Frameworks 5. Reducing Unnecessary Operational Complexity 6. A principles- based clarification would ensure that similarly situated non- retail clients meeting the net- worth requirements are treated consistently and avoid unintended exclusion due to narrow definitions. | It may be noted that, all investors other than retail investors may not possess the professional knowledge and expertise in line with institutional investors. Therefore, it would not be appropriate to broaden the definition of instit utional investors. Further, the provision of maintenance of records is principle based. Therefore, it would be appropriate to let the RA determine the form and manner of maintaining records. Accordingly, no changes are suggested to the proposal. |
| 3. | Relaxa tion of maintenance of call recordings to be extended to Accredited Investors/ High Net- worth Individuals, Family Offices/Investment Vehicles, and Eligible Foreign Entities – Foreign Direct Investors & Custody- settled clients | Expanding the exemption to t hese groups strikes an appropriate balance between investor protection and operational efficiency for RAs, moving beyond the limitation of just institutional investors as defined under SEBI ICDR Regulations. | Investors like, accredited investors, High N et- worth Individuals, foreign institutes may have financial /risk bearing capacity in line with institutional investors. However, they may lack the professional knowledge as institutional investors. Further, accredited investors are also included in the de finition of QIB to the extent of their investment in angel funds, as the current accreditation framework is based on investor undertaking and is consent- based and product- specific and not a blanket statutory assumption of institutional- level expertise. Fur ther, the definition of Institutional investor is comprehensive covering, Family offices and investment vehicles (such as mutual funds) registered with board provided that they satisfy net- worth threshold. Further, custody settled clients are majorly insti tutional clients. In view of the above, it would not be appropriate to broaden the definition of institutional investors. Furthermore, Foreign Direct Investment registrations fall under the ambit of RBI/ Government FDI policy. Accordingly, no changes sugge sted to the proposal. |
| 4. | Extending relaxation of maintenance of call recordings to Corporate Clients (with similar net worth of more than 500 Crore) | Such large corporate clients are also likely to be aware about their legal rights, adequate safeguards, governance frameworks and the regulatory mechanisms available to protect their rights. | The definition of institutional investor is comprehensive coveri ng, entities registered with board, provided that they satisfy net- worth threshold. In view of the same, no changes suggested to the proposal |
| 5. | Extending relaxation of maintenance of call recordings to Custody settled clients, Accredited Investors, High Net- worth individuals, Family offices, Investment Vehicles and Eligible Foreign Entities. In addition to the exemption from call recording requirements a similar exemption be extended to the maintenance of records for physical meetings conducted with non- retail individual investors. | The research analyst function does not involve portfolio management execution or client specific advisory services. The proposal would support a calibrated risk proportionate framework while also reducing the compliance burde n and promoting ease of doing business for Research Analysts. Extending the exemption to physical meeting records for such non retail investors would be consistent with the regulatory intent and proportionate to the risk profile of such clients. | Investors like, accredited investors, High Net- worth Individuals may have financial/ risk bearing capacity in line with institutional investors. However, they may lack the professional knowledge as institutional investors. Further, accredited investors are also inc luded in the definition of QIB to the extent of their investment in angel funds, as the current accreditation framework is based on investor undertaking and is consent- based and product- specific and not a blanket statutory assumption of institutional- level expertise. Additionally, the definition of “institutional investor” is comprehensive and already includes Portfolio Management Services, Alternate Investment Funds, Foreign Portfolio Investors, family trusts, corporates, multilateral financial institution s, mutual funds as well as intermediaries registered with Board, provided they satisfy the net- worth threshold. Further, custody settled clients are majorly institutional clients. In view of the above, it would not be appropriate to broaden the definition of institutional investors. Furthermore, the suggestion to exempt physical meetings is principle based, and multiple client call and interactions mechanisms may exist. Therefore, it would not be appropriate to consider specific approaches under the ambit o f call recording requirement. Accordingly, no changes suggested to the proposal. |
| 6. | Extending relaxation of maintenance of call recordings to Custody Settled clients, Accredited investors, High Net- worth Individuals, Family Offices and Eligible foreign in stitutes. | The Research Analyst does not involve portfolio management execution or client specific advisory. Compared to retail clients non retail clients are better informed about their legal rights and regulatory safeguards and thereby reducing the need f or such protective measure. | Response as mentioned at point 3 above |
| 7. | Extending relaxation of maintenance of call recordings to Custody settled clients, Accredited Investors, HNI, Family offices, Investment Vehicles and Eligible Foreign Entities. In addition to the exemption from call recording requirements a similar exemption be extended to the maintenance of records for physical meetings conducted with non- retail individual investors. | The research analyst function does not involve portfolio manageme nt execution or client specific advisory services. The proposal would support a calibrated risk proportionate framework while also reducing the compliance burden and promoting ease of doing business for Research Analysts. Extending the exemption to phys ical meeting records for such non retail investors would be consistent with the regulatory intent and proportionate to the risk profile of such clients. | Response as mentioned at point 5 above |
| 8. | Extending relaxation of maintenance of call recordings to Cu stody settled clients, Accredited investors or HNIs or Family offices or Investment vehicle and eligible foreign entities & Corporates. In addition to the exemption from call recording requirements a similar exemption be extended to the maintenance of records for physical meetings conducted with non retail individual investors. | The research analyst function does not involve portfolio management execution or client specific advisory services. The proposal would support a calibrated risk proportionate fr amework while also reducing the compliance burden and promoting ease of doing business for Research Analysts. Extending the exemption to physical meeting records for such non retail investors would be consistent with the regulatory intent and proportiona te to the risk profile of such clients. | Response as mentioned at point 5 above |
| 9. | Extending relaxation of maintenance of call recordings to Custody settled clients, Accredited Investors, HNI, Family offices, Investment Vehicles and Eligible Foreign Entiti es. In addition to the exemption from call recording requirements a similar exemption be extended to the maintenance of records for physical meetings conducted with non- retail individual investors. | The research analyst function does not involve portfolio management execution or client specific advisory services. The proposal would support a calibrated risk proportionate framework while also reducing the compliance burden and promoting ease of doing business for Research Analysts. Extending the exemption to physical meeting records for such non- retail investors would be consistent with the regulatory intent and proportionate to the risk profile of such clients. | Response as mentioned at point 5 above |
| 10. | Extending relaxation of maintenance of call recordi ngs to Foreign Direct Investment, American Depository Receipts, Global Depository Receipts accounts, Custody settled clients, Portfolio Management Services Corporates, etc. | As mentioned in the consultation paper that research analyst business does not invo lve client specific investment advice, asset management or transaction execution. Similar yardstick can be applied to other sophisticated investors which are not ‘retail’ in nature. | The definition of Institutional investor is comprehensive covering, entiti es registered with board, provided that they satisfy net- worth threshold. Further, custody settled clients are majorly institutional clients. Furthermore, Foreign Direct Investment registrations fall under the ambit of RBI/ Government FDI policy and Ameri can Depository Receipts and Global Depository Receipts are ways for investors to buy shares of foreign companies. In view of the above, no changes suggested to the proposal. |
| 11. | Extending relaxation of maintenance of call recordings to Custody settled cl ients, Accredited Investors, HNI, Family offices, Investment Vehicles and Eligible Foreign Entities. In addition to the exemption from call recording requirements a similar exemption be extended to the maintenance of records for physical meetings conducted with non- retail individual investors. | The research analyst function does not involve portfolio management, execution, or client specific advisory services. Accordingly, dispensing the call recording requirements for (i) Institutional Investors (ii) custody- settled clients; and (iii) Accredited Investors/HNIs, corporates, Family Offices/Investment Vehicles, and Eligible Foreign Entities strikes an appropriate balance between investor protection and ease of doing business, without diluting regula tory intent. | Response as mentioned at point 5 above |
| 12. | We strongly support the proposed amendment to Regulation 25(1)(vii) of the SEBI (Research Analysts) Regulations, 2014, and corresponding provisions of the Master Circular to make the maintenance of c all recordings optional/non- mandatory for interactions with institutional investors. As a registered Research Analyst entity catering exclusively to institutional clients, we welcome this step toward risk- proportionate regulation. The proposal appropriat ely recognizes the distinct nature of institutional investors and aligns compliance obligations with the underlying regulatory objective. | 1. Nature of Institutional Investors 2. Proportionate Regulatory Framework 3. Operational Efficiency and Ease of Doing Business | The comment is in agreement with the proposal. |
| 13. | Extending relaxation of maintenance of call recordings to Alternate Investment Funds, Portfolio Management Services clients, Custody settled clients, Accredited investors, High Net- worth Individuals, Family offices, Investment vehicles and eligible foreign entities including retail clients. Further the number of client complaints pertaining to research services are negligible. Considering the minimal incidence of complaints relating to res earch services maintaining call recordings for a period of 5 years is cumbersome and not cost effective. | Entities such as AIFs and PMS clients are subject to regulatory oversight and operate through professional fund managers with defined risk frameworks and governance structures. Given their sophistication and decision making independence excluding such entities from the relaxation creates inconsistency in regulatory treatment of similarly placed investors which may not be aligned with the intended policy objective. Research Analyst services are non- advisory in nature and primarily involve dissemination of standardized non- binding information. Accordingly, the associated regulatory risk arising from such interactions is limited and does not materially dif fer across client categories. | The definition of Institutional investor is comprehensive covering entities registered with board, provided that they satisfy net- worth threshold. Additionally, it may be noted that investors like, accredited investors, High Net- worth Individuals may have financial/risk bearing capacity in line with institutional investors. However, they may lack the professional knowledge as institutional investors. Further, accredited investors are also included in the definition of QIB to t he extent of their investment in angel funds, as the current accreditation framework is based on investor undertaking and is consent- based and product- specific and not a blanket statutory assumption of institutional- level expertise. Furthermore, custody se ttled clients are majorly institutional clients. Additionally, the period of maintenance of records is standardized across intermediaries and serves as a tool towards audit trail, investigations/inspections and grievance handling mechanism. Therefore, it w ould not be appropriate to reduce the period to less than five years. In view of the above, no changes suggested to the proposal. |
| 14. | Extending relaxation of maintenance of call recordings to Custody settled clients, Accredited Investors, High Net worth I ndividuals, Family offices, Investment Vehicles and Eligible Foreign Entities. In addition to the exemption from call recording requirements a similar exemption be extended to the maintenance of records for physical meetings conducted with non- retail indi vidual investors. | The research analyst function does not involve portfolio management, execution, or client- specific advisory services. Extending the relaxation to all non- retail investors would support a calibrated, risk- proportionate framework, while als o reducing the compliance burden and promoting ease of doing business for Research Analysts. Extending the exemption to physical meeting records for such non- retail investors would be consistent with the regulatory intent and proportionate to the risk prof ile of such clients. | Response as mentioned at point 5 above |
| 15. | We support SEBI”s proposal to relax the requirement for Research Analysts (RAs) to maintain call recordings of interactions with institutional clients. | Institutional investors are sophisticated entities that conduct their own due diligence, and applying the recordkeeping regime designed for retail protection to this category may be redundant. | The comment is in agreement with the proposal. |
| 16. | We are agreeing with the given proposal . Additionally, the exemption from call recording requirements, it is proposed that a similar exemption be extended to the maintenance of records for physical meetings conducted with institutional investors. In the similar line, the call recording requi rement shall not be applicable to Portfolio Management Services clients as well. | 1. Institutional investors are sophisticated entities 2. Recording requirement is primarily for investor protection 3. Nature of research analyst business In view of the above, extending the exemption to physical meeting records for institutional investors would be consistent with the regulatory intent and proportionate to the risk profile of such clients. | The suggestion to exempt physical meetings is principle based, and multiple client call and interactions mechanisms may exist. Therefore, it would not be appropriate to consider specific approaches under the ambit of call recording requirement. Further, the definition of Institutional investor is comprehensive covering, i ntermediaries registered with board, provided that they satisfy net- worth threshold. Accordingly, no changes suggested to the proposal. |
| 17. | Since the relaxation for waiver of call recording is for only Institutional clients, Exchange is in principle ok wi th the proposal. However, it is recommended that while onboarding of such institutional clients the communication protocols between both the parties i.e. RA and Institutional client are clearly defined and agreed upon by both the parties. Institutional cli ents provide explicit consent/acknowledgement for non- recording of calls and undertake that they understand the consequences of non- recording of calls. | No rationale given | The suggestion may not be accepted, as the requirement for an RA to inform the client and obtain explicit consent or acknowledgement in cases where call records are not maintained may not be practical, particularly in the case of institutional investors, and may not be in line with the intent of the proposal. Such a requirement may also ma ke the institutional investors more cautious of the regulatory requirement, resulting in RAs being required to comply with the call recording requirement. Further, it is gathered that, in most cases, research services provided to institutional investors ar e in the nature of value- added services, for which no client signature is obtained. Accordingly, prescribing a specific consent or acknowledgement requirement may not be practical. |
| 18. | Extending relaxation of maintenance of call recordings to Custody sett led clients, Accredited Investors, HNI, Family offices, Investment Vehicles and Eligible Foreign Entities. In addition to the exemption from call recording requirements a similar exemption be extended to the maintenance of records for physical meetings co nducted with non- retail individual investors. | The research analyst function does not involve portfolio management, execution, or client- specific advisory services. Extending the relaxation to all non- retail investors would support a calibrated, risk- propor tionate framework, while also reducing the compliance burden and promoting ease of doing business for Research Analysts. Extending the exemption to physical meeting records for such non- retail investors would be consistent with the regulatory intent and proportionate to the risk profile of such clients. | Response as mentioned at point 5 above |
| 19. | Expanding the scope of “Institutional Investors” to include Portfolio Management Services, Foreign Direct Investments, Domestic Family offices, High Net- worth I ndividuals and Ultra High Net- worth individuals, ii. expressly clarifying that virtual meetings/calls via virtual collaboration platforms are included within the ambit of exempted Call recording requirements and iii. limiting the applicability of call reco rding requirements to interaction with on- boarded Clients only. | PMSs should be considered on a similar footing as AIFs which is already covered under the definition of Institutional Investor. Both AIFs and PMSs predominantly cater to sophisticated investo rs and operate through privately negotiated investment arrangements. The fund managers under both the framework are expected to discharge fiduciary responsibilities towards their clients/investors. FDIs, Domestic Family Offices, HNIs and UHNI particularl y those managing substantial proprietary capital, also represent sophisticated investors with long- term investment horizons and diversified investment strategies, with the ability to evaluate complex investment opportunities and associated risks. | Requirem ent of maintenance of records of interaction with all clients, including prospective clients has been specified to prevent the risk of mis- selling of financial products to clients. Hence, it is necessary to cover prospective clients under the requirement. Further, the suggestion to exempt physical meetings is principle based, as multiple client call and interactions mechanisms may exist. Therefore, it would not be appropriate to consider specific approaches under the ambit of call recording requirement. Fur thermore, Foreign Direct Investments fall under the ambit of RBI/ Government FDI policy. Additionally, investors like, High Net- worth Individuals and Ultra High Net- worth individuals may have financial/ risk bearing capacity in line with institutional inve stors. However, they may lack the professional knowledge as institutional investors. Furthermore, the definition of Institutional investor is comprehensive covering, Family offices registered with board, provided that they satisfy net- worth threshold. Acco rdingly, no changes suggested to the proposal. |
| 20. | The proposed recommendation should not be accepted. | The proposal dismantles one of the critical safeguard for auditing and dispute resolution. Since Institutional investors exercise high bargaining power, market influence and access to management interactions compared to retail investors. Since written correspondences are often delayed and may change the context and meaning, emphasis and conviction that occurs in actual call conversations. Gives a sc ope for selective & non- compliant verbal guidance thereby further weakening compliance oversight, evidence, inspections and investigations. | It is to be noted that, as compared to retail individual investors, institutional investors are more likely to be aw are about their legal rights and the regulatory mechanisms available to protect their rights. Further research analyst business does not involve client specific investment advice, asset management or transaction execution. Additionally, all other records o f interactions, other than call recordings with clients which are institutional investors shall continue to be maintained by the RA/ RE. Furthermore, institutional investors are expected to exercise their own due diligence and evaluations before making the ir investment decisions. Therefore, no changes suggested to the proposal. |
| 21. | 1. The exemption from telephone recording should be extended to all the non- individual clients such as such as corporates, body of individuals etc.2. We respectfully submit th at the record- keeping requirement should be limited to the retention of email correspondence only. | 1. Non- individual clients, including corporate clients, are generally expected to be as sophisticated as other institutional investors. They are typically ma naged by professionals who understand the applicable legal and regulatory framework and who have the resources and capability to exercise independent judgement when considering any research advice provided to them.2. These clients are sophisticated investors, typically supported by professional teams and established governance, and they place a high value on confidentiality and privacy in their commercial dealings. As a result, they may reasonably expect that sensitive discussions, particularly those conducted through channels such as telephone calls, virtual meetings, or in- person conversations, are not routinely recorded or preserved unless there is a clear and proportionate regulatory need to do so. | It may be noted that the suggestion to limit reco rd keeping to email is principle based, and multiple client call and interactions mechanisms may exist. Therefore, it would not be appropriate to consider specific approaches of record keeping. It may be noted that, all non- individual investors may not pos sess the professional knowledge and expertise in line with institutional investors. Therefore, no changes suggested to the proposal. |
| 22. | Agree with proposal | – | – |
Annex – C
Draft amendment to the Securities and Exchange Board of India (Research Analysts) Regulations, 2014
Amendment shall be notified after following the due process.
Notes:
1 Frequently Asked Questions (FAQs) related to regulatory provisions for Research Analysts;
2 Ref. no. HO/38/12/11(1)2026-MIRSD-POD/I/4360/2026
