The Securities and Exchange Board of India has issued an updated Master Circular consolidating all applicable circulars for compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Originally issued on July 11, 2023, and previously updated in November 2024, the Master Circular has now been revised to incorporate all relevant circulars issued up to December 30, 2025, reflecting provisions currently in force. The circular aims to provide a single, comprehensive reference point for listed entities and other stakeholders to ensure effective compliance with the LODR Regulations. With its issuance, earlier circulars listed in the appendix stand rescinded to the extent they relate to LODR compliance, while safeguarding past actions, rights, liabilities, penalties, and pending proceedings under those circulars. Recognised stock exchanges and depositories are directed to disseminate the circular and establish monitoring systems. Compliance is mandatory for listed entities and specified stakeholders in accordance with applicable provisions.
Securities and Exchange Board of India
Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026
Issued on: July 11, 2023
Last updated on: January 30, 2026
To
All listed entities1
All Recognized Stock Exchanges
All the Depositories
Other Stakeholders2
Madam / Sir,
Sub: Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
1. For effective regulation of the listed entities and compliance with the requirements specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “LODR Regulations”) (link), Securities and Exchange Board of India, has been issuing circulars from time to time.
2. In order to enable the users to have access to the provisions of the applicable circulars at one place, a Master Circular for compliance with the provisions of the LODR Regulations by listed entities dated July 11, 2023 was issued by consolidating all relevant circulars issued till June 30, 2023. Further, the Master Circular dated July 11, 2023 was updated and issued on November 11, 2024 by consolidating all relevant circulars issued till September 30, 2024.
3. The Master Circular dated November 11, 2024 is updated to include all relevant circulars that were issued till December 30, 2025 and changes, wherever considered relevant, are carried out in this circular to reflect the provisions which are currently in force.
4. 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 compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations.
5. 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;
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 had continued to be in force .
6. The Recognized Stock Exchanges and Depositories are directed to
a) bring the contents of this circular to the notice of the all the stakeholders;
b) put in place necessary systems and infrastructure for monitoring and implementation of this circular.
7. All listed entities, recognized stock exchanges and depositories, other stakeholders shall comply with the provisions of this circular to the extent applicable.
8. This Master Circular is issued in exercise of the powers conferred under sections 11(1) of the Securities and Exchange Board of India Act, 1992 Securities and Exchange Board of India Act, 1992 (link), to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.
9. This Master Circular is available on SEBI website at www.sebi.gov.in in the path “Home>Legal>Master Circulars”.
Yours faithfully,
Raj Kumar Das
Deputy General Manager
Corporation Finance Department
Policy and Development
Tel. No.: +91-22-26449253
Email id: rajkd@sebi.gov.in
Notes:
1 Unless otherwise specifically mentioned in this circular, the provisions of this master circular are applicable to those entities that have listed their specified securities.
2 Other Stakeholders for the purpose of applicability of this master circular includes Statutory Auditors, Depository Participants, Registrar and Transfer Agents, Material Subsidiaries of listed entities, e-voting service providers, The Associated Chambers of Commerce and Industry of India (ASSOCHAM), Federation of Indian Chambers of Commerce and Industry (FICCI), Confederation of Indian Industry (CII), etc. to whom specific provisions of this Circular are applicable.
