SEBI Consolidates Regulatory Framework for Portfolio Managers in Master Circular, Rescinds 39 Legacy Circulars

Mumbai, July 16, 2025 — The Securities and Exchange Board of India (SEBI) has issued a comprehensive Master Circular (SEBI/HO/IMD/IMD-POD-1/P/CIR/2025/104) for Portfolio Managers, consolidating and superseding all circulars issued up to March 31, 2025.

The new circular, released today, aims to simplify compliance, improve transparency, and enhance investor protection. It also seeks to bring greater uniformity in operations across portfolio managers by providing a single point of reference.

Key Developments

The Master Circular replaces the previous version issued on June 7, 2024, and includes updates reflecting regulatory changes through FY25. By doing so, it compiles and harmonises all applicable guidelines, operational standards, and procedural requirements governing portfolio managers.

Rescission of 39 Legacy Circulars

A total of 39 earlier circulars have been officially rescinded, ranging from operational guidelines, investment caps, advertisement codes, net worth certifications, client onboarding protocols, to performance disclosures. This step eliminates regulatory redundancy and promotes ease of compliance across the sector.

Expanded Compliance and Reporting Requirements

SEBI has introduced stringent reporting formats covering:

• Monthly portfolio activity reports (Annexure 5A)

• Client-level AUM, transaction and holding data (Annexures 5B & 5C)

• Quarterly client disclosures, including investment in associate entities, passive breaches, fee calculations, and benchmark returns (Annexure 5D)

• Complaint disclosures via a structured monthly format (Annexure 7A)

Portfolio Managers are required to file these through SEBI’s Intermediary Portal within prescribed timelines.

Enhanced Operational Controls

Implementation Timelines

• All portfolio managers must begin filing via SEBI’s portal for quarterly and monthly submissions with immediate effect.

• Adoption of Compliance Monitoring Module (CMM) begins from Q1 FY26; first submission due July 31, 2025.

• Portfolio Managers exceeding INR 1,000 crore AUM must deploy automated fund and security management systems within six months of threshold breach.

Enforcement Authority

The Master Circular has been issued under Section 11(1) of the SEBI Act, 1992, enabling SEBI to protect investor interests and regulate the securities market effectively.

About the Circular

The document is available in full on the SEBI website under the “Legal > Master Circulars” section. It has been signed by Peter Mardi, Deputy General Manager, Investment Management Department.

What to Expect

SEBI’s move to consolidate and streamline portfolio manager regulations aims to reduce compliance friction and improve oversight. Market participants see this as a signal of tighter governance. The new framework could accelerate the adoption of automation and raise operational standards across large portfolio management firms.

REF: https://www.sebi.gov.in/legal/master-circulars/jul-2025/master-circular-for-portfolio-managers_95347.html

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