In a major overhaul to mutual fund regulations, capital markets regulator Sebi (Securities and Exchange Board of India) in its latest board meeting unveiled a sweeping set of regulatory reforms across stock broking, mutual funds, IPOs, corporate bonds and governance norms. These changes are aimed at signalling a major shift toward simplification, investor participation and ease of doing business.

The key initiatives approved by the regulator range from rewriting decades-old broker and mutual fund rules to cutting costs for investors to easing IPO disclosures for companies. The regulator has also allowed incentives in debt issues and unclogging long-pending physical share transfers. 

8 key initiatives approved by Sebi boost transparency, cut investor expenses:

Review of SEBI (Mutual Funds) Regulations, 1996: The SEBI Board has approved the changes proposed for review of the SEBI (Mutual Funds) Regulations, 1996, by introducing the new SEBI (Mutual Funds) Regulations, 2026, to offer stakeholders greater clarity, improve readability, and enhance structural coherence. It has clarified changes to the total expenses ratio (TER) framework.

Under TER calculations, Sebi has set aside statutory levies like STT, GST, stamp duty and commodities transaction tax. These will now be charged on actuals, over and above the base expense ratio. Rationalising brokerage limits, Sebi says the existing brokerage cap of 12 bps includes statutory levies. The cap on brokerage, net of statutory levies, amounts to 8.59 bps, which has now been reduced to 6 bps.

In case of derivative transactions, the existing brokerage cap of 5 bps includes statutory levies, and the cap on brokerage, net of statutory levies, amounts to 3.89 bps. It has now been reduced to 2 bps (exclusive of levies. Removing the additional expense allowance, the board has said additional 5 bps currently permitted to be charged to schemes with exit loads as a transitory measure has now been removed. Brokerages and distribution commissions will now face strict caps as the regulator moves to performance-linked expense structures for some key schemes.

Sebi has said expense ratio limits, now called Base Expense Ratio (BER), will exclude all statutory levies and that TER will now be the sum of BER, brokerage, regulatory levies and statutory levies. The regulator has reduced the brokerage cap to 6 bps, exclusive of levies, and 2 bps on derivatives. The regulator has also approved the discontinuation of the physical submission of advertisements to it.

Amendments to SEBI (ICDR) Regulations, 2018 (IPOs): In terms of ICDR Regulations, the entire pre-issue capital held by persons other than the promoters, except shares held by certain specified categories of shareholders, is required to be locked-in for a period of six months from the date of allotment in the IPO.

Certain issuers face challenges in complying with such lock-in requirements, particularly in cases where pledges have been created by non-promoters before the IPO. “In case lock-in of the specified securities cannot be created, the depositories shall record such securities as ‘non-transferable’ for the duration of the applicable lock-in period,” the Sebi said.

As per the existing provisions, all material aspects of the public issue are required to be disclosed in the draft offer document (DRHP) and offer document (RHP). The key disclosures relating to the public issue are dispersed across multiple sections.

“To increase the engagement and participation of the retail investors in the IPO process, the Board has approved that a focused, concise and standardised summary of offer documents in the form of a draft abridged prospectus shall be available at the DRHP stage as well, in addition to the current requirement of filing of an abridged prospectus at the RHP stage.”

Incentives allowed in public debt issues: To enhance participation of retail investors in the corporate debt market and also to encourage public issuances in the debt market, the Sebi board has considered and approved a proposal for amending SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, to permit debt issuers to offer incentives to certain categories of investors.

Currently, issuers of debt securities are not able to offer incentives to any persons for making an application in the issue, except for fees or commissions for services rendered in relation to the issue. After the changes, issuers of debt securities will be able to offer incentives in the form of additional interest or a discount to the issue price to certain categories of allottees, viz. senior citizens, women, armed forces personnel, namely, serving and retired defence personnel and widows and widowers of such personnel, retail individual investors.

Such an incentive will be available to the initial allottee only and will not be available in case the debt securities are transferred/ transmitted post allotment.

Amendments to LODR rules (Investor Services & Physical Shares): After processing of investor service requests such as issuance of duplicate securities certificates, transmission, transposition, claim from unclaimed suspense account and corporate actions, currently RTAs/listed companies issue LOC to investors. It acts as a confirmation of the service request and gives the investor the right to approach the Depository Participant (‘DP’) to get credit of securities to their demat account.

This entire process generally takes 150 days. To simplify, the Board has approved the proposal to do away with the requirement of issuance of LOC by RTAs/listed companies to investors and to effect direct credit of securities in the demat account of the investor after due diligence. The proposed changes will streamline the process of crediting securities to investors’ demat accounts and also reduce the timeline of crediting securities to investors’ demat accounts from the existing around 150 days to 30 days. It will also reduce the risk of loss and pilferage of LOC and thus will enhance investor convenience.

Unclaimed amounts – Alignment with Companies Act: To facilitating ease of doing business, the Board approved the proposal for amending the SEBI LODR Regulations, 2015, on aligning the timeline for transfer of unclaimed interest/ dividend/ redemption payment to entities having listed non-convertible securities to the Investor Education and Protection Fund (IEPF)/ Investor Protection and Education Fund (IPEF).

Presently, unclaimed amounts are transferred to IEPF/ IPEF after 7 years of remaining unclaimed. To enable ease of doing business, issuers of nonconvertible securities will now need to transfer the unclaimed amounts only once after completion of 7 years from the date of maturity of the security, instead of multiple transfers when interest/ dividend/ redemption payment becomes due. This will also be beneficial for investors as they will have a longer time frame for claiming unclaimed amounts from the issuer.

Extended scope of credit rating agencies: Presently, CRAs rate bank loans under RBI guidelines, but are constrained from rating unlisted debt securities/instruments due to a lack of explicit rating guidelines. “Enabling these ratings would ensure availability of ratings for a wider set of financial instruments and would be beneficial for the development of the overall debt market,” says Sebi.

The board has approved clear segregation and labelling of SEBI-regulated instruments and instruments regulated by other FSR in rating reports and separation of disclosures on the website and advertising/marketing material. It has also approved clear upfront disclosures to new clients and written intimation to existing clients with regard to activities under the purview of other FSRs. Clear disclosures that the SEBI investor protection mechanisms will not be available for activities falling under the purview of other FSRs. 

High-value debt listed entities (HVDLEs): Presently, HVDLEs are identified as having outstanding non-convertible debt of Rs 1000 crore or more. To facilitate ease of doing business, the Board approved a proposal to relax the threshold for identification of HVDLEs to companies having outstanding nonconvertible debt of Rs 5000 crore.

This will make it easier for regulated entities like NBFCs, HFCs, ARCs, insurance companies and REITS to raise funds through corporate bond issuance. 

High-level committee on conflict of interest: The Sebi board has approved the constitution of a high-level committee to undertake a comprehensive review of the provisions relating to conflict of interest, disclosures and related matters in respect of members and officials of SEBI. Accordingly, an HLC was set up in April 2025, which submitted its report to the SEBI Chairman on November 10, 2025.

The Sebi Board has expressed the “need to have a detailed discussion on the recommendations in the ensuing meeting, keeping in view the public and media comments, certain concerns expressed by employees, operational modalities and the way forward”.