New SEBI Guidance Scheme Rolled Out With Wider Scope for Market Infrastructure Bodies

SEBI Unveils New Informal Guidance Scheme for 2025, Expands Access to Market Infrastructure Institutions

In a significant push to strengthen regulatory clarity and market compliance, the Securities and Exchange Board of India (SEBI) has rolled out a revamped Informal Guidance Scheme, 2025, replacing the earlier 2003 framework. The updated scheme will come into effect from December 1, 2025, and marks a major shift in how regulated entities can seek interpretative support from the market watchdog.

The revised SEBI Informal Guidance Scheme 2025 broadens the range of eligible applicants and introduces a more structured, centralised process for handling interpretive queries and no-action requests. The regulator said the overhaul is aimed at improving transparency, boosting regulatory certainty, and supporting better compliance across India’s rapidly expanding capital market ecosystem.

SEBI Expands Scope to Cover Market Infrastructure Institutions

One of the most notable changes in the SEBI Informal Guidance Scheme 2025 is the expansion of eligibility criteria. Until now, only a limited category of intermediaries such as listed companies, mutual funds, and registered intermediaries could seek no-action or interpretive letters.

Under the new scheme, SEBI has extended access to:

• Stock exchanges

• Clearing corporations

• Depositories

• Managers of pooled investment vehicles, such as AIFs and portfolio managers

This expansion is intended to bring India’s key market infrastructure institutions (MIIs) directly into the guidance mechanism, enabling them to clarify legal interpretations before taking critical operational or compliance decisions.

According to SEBI, widening the scope will strengthen compliance culture, reduce ambiguity on market regulations, and ensure that systemically important market entities operate with consistent regulatory understanding.

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Revamped Structure: Dedicated Nodal Cell for Guidance Requests

SEBI said that the new informal guidance framework aims to streamline and formalise the process by creating a dedicated nodal cell to review, process, and respond to incoming applications.

Under the revised norms:

• All applications must follow the prescribed format laid out in the 2025 scheme.

• Requests must be submitted via email to iguidance@sebi.gov.in.

• Application fees must be paid through the SEBI payment module.

• Queries must pertain strictly to the interpretation of laws, rules, regulations, circulars, and guidelines administered by SEBI.

By establishing a centralised processing team, SEBI aims to reduce delays, remove procedural inconsistencies, and provide more timely and standardised responses to market participants.

No-Action Letters and Interpretive Letters Remain Core Components

While the structure has changed, the fundamental types of guidance remain the same:

1. No-Action Letters

The applicant describes a planned transaction or action and seeks assurance that SEBI’s staff will not recommend enforcement action if the transaction is undertaken exactly as proposed.

A no-action letter gives comfort but does not carry legal immunity—the assurance applies only to the facts submitted.

2. Interpretive Letters

SEBI’s staff provides interpretation of specific legal provisions administered by the regulator. These are often used for clarity on complex compliance issues or grey areas in new or amended regulations.

Under the SEBI Informal Guidance Scheme 2025, the regulator has standardised how entities should frame their questions to avoid ambiguity and ensure responses remain focused on interpretation rather than policy advice.

Why SEBI Revamped the Informal Guidance Process

The earlier 2003 scheme, although widely used, had limitations, including inconsistent processing times, ambiguities in eligibility, and procedural inefficiencies. With India’s markets growing in scale and complexity — from record IPO volumes to expanding derivatives markets and rising institutional participation — SEBI felt the need to introduce a more robust and modern guidance platform.

The revised framework aims to:

• Enhance regulatory efficiency

• Improve turnaround time for responses

• Create uniform procedures for all applicants

• Encourage proactive compliance

• Reduce interpretive disputes and enforcement conflicts

A more structured guidance mechanism also helps reduce inadvertent violations arising from unclear regulatory interpretation.

Strengthening India’s Capital Market Infrastructure

Market experts note that extending the scheme to stock exchanges, clearing corporations, and depositories is particularly significant, as these entities handle sensitive market-level operations such as:

• clearing and settlement,

• margining and risk management,

• trading surveillance,

• demat operations, and

• governance of market intermediaries.

Providing MIIs with the ability to seek direct interpretive clarity could enhance market stability, minimise operational risks, and support smoother regulatory transitions.

A Step Toward Predictable and Transparent Regulation

SEBI’s introduction of the Informal Guidance Scheme 2025 underscores the regulator’s commitment to transparency and dialogue. With clearer rules, a wider applicant base, and a streamlined application mechanism, the move is expected to reduce friction between the regulator and market participants, especially as new technologies, financial products, and cross-border structures gain prominence.

SEBI said the updated framework is aimed at creating a predictable regulatory ecosystem that supports innovation while maintaining market integrity. As India’s capital markets continue to deepen, the revamped guidance scheme will likely play a pivotal role in ensuring consistency, clarity, and regulatory alignment.

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