On 18-11-2025, the Securities and Exchange Board of India (SEBI) notified the SEBI (Informal Guidance) Scheme, 2025. The scheme aims to provide clarity to market participants on the interpretation and applicability of SEBI-administered laws and regulations, thereby promoting orderly regulation and development of the securities market.
The Scheme will be effective from 1-12-2025.
Key Highlights of SEBI’s Informal Guidance Scheme:
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This SEBI’s Informal Guidance Scheme is issued under Section 11, Securities and Exchange Board of India Act, 1992 (‘Act’).
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Under this Scheme, the entities eligible to seek informal guidance include:
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SEBI-registered intermediaries.
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Managers or trustees of pooled investment vehicles.
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Listed companies and companies intending to list.
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Acquirers under Takeover Regulations.
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Recognized stock exchanges and clearing corporations.
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Depositories registered with SEBI.
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This informal guidance can be sought in two forms:
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No-Action Letters: Indicate whether SEBI would recommend enforcement action if a proposed transaction were carried out.
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Interpretive Letters: Provide SEBI’s interpretation of specific legal provisions in the context of a proposed transaction or factual situation.
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The application process to seek the guidance is as follows:
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Applications will be submitted electronically via email to the nodal co-ordination cell of the Board at iguidance@sebi.gov.in in the prescribed format.
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Clear mention required, whether seeking a No-Action or Interpretive Letter.
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Payment of a fee of ₹50,000 via NEFT/RTGS/IMPS or SEBI’s payment gateway.
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Disclosure of all material facts, analyse circumstances, and cite applicable legal provisions.
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SEBI can dispose of applications within 60 days, excluding time taken by applicants to provide clarifications.
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The Department can seek clarifications via email. If no reply is received within 15 days, the department can reject the application. The Board can allow one 15 day extension on request with a condition to no further time will be granted.
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SEBI can refuse guidance in cases such as:
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General or hypothetical queries.
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Lack of direct interest by the applicant.
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Issues already addressed in previous guidance.
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Matters under investigation, enforcement, or sub-judice.
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Policy concerns.
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To maintain confidentiality, Board will not be required to share any internal information/records. Applicants will be entitled to only necessary response by Department.
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Applicants are entitled to receive refund of application fee, deducting ₹10,000 processing fee, in case their applications are rejected.
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Letters issued by departments will only serve as medium of communication and documents of decisions or determine any question of law or fact by Board. Letters issued under this scheme:
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Will not be binding on SEBI.
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Will not constitute an order under Section 15T of the Act and are not appealable.
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The informal guidance under this scheme will be conditional upon applicants acting strictly in accordance with disclosed facts.
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SEBI is not liable for any loss due to delayed or non-response or change in interpretation.
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In cases of letters are obtained by any fraud or misrepresentation, these letters will be rendered as non-est and will invite legal action.
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SEBI can also publish the letter and application on its website, subject to confidentiality provisions.
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The provisions of confidentiality are as under:
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Applicants may request confidential treatment for up to 90 days from SEBI’s response.
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Specific facts can be redacted for privacy or commercial secrecy before publication.
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If confidentiality is denied, applicants can withdraw their application within 30 days for a full refund.
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This SEBI’s Informal Guidance Scheme, once operative, replaces SEBI (Informal Guidance) Scheme, 2003