The Securities and Exchange Board of India, on 27 June 2025, issued a consolidated Master Circular for Investment Advisers bearing circular number SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/94. The circular consolidates all applicable directions and guidelines issued to investment advisers up to 11 June 2025 into a single reference document, superseding the previous Master Circular dated 21 May 2024.
Background
Investment advisers registered with SEBI are governed by the SEBI (Investment Advisers) Regulations, 2013, supplemented by a series of circulars and directions issued over the years covering registration requirements, code of conduct, client suitability assessments, fee structures, and disclosure obligations. The accumulation of multiple circulars had created complexity for IAs, particularly smaller registered entities without dedicated compliance teams.
SEBI's practice of issuing annual master circulars consolidating all extant directions provides a periodic reset of the compliance baseline. The June 2025 edition incorporates all amendments and clarifications issued since the May 2024 version, providing IAs with a definitive compliance reference.
Key Provisions
The Master Circular mandates and consolidates the following:
Investor Charter display: Investment advisers must prominently display the SEBI-prescribed Investor Charter on their websites, mobile applications, and all client-facing spaces. The charter outlines investors' rights, the IA's obligations, and the grievance resolution process.
Monthly grievance data publication: IAs are required to publish monthly grievance redressal data, including the number of complaints received and resolved, by the 7th of the succeeding month. This information must be publicly accessible on the IA's website.
Consolidated compliance framework: The circular brings together directions on client onboarding, risk profiling, suitability assessment, conflict of interest management, fee disclosure, and record maintenance into a structured format with clear cross-references.
Code of conduct: Reaffirmation of the code of conduct for IAs covering fiduciary obligations, prohibition on guaranteed returns, mandatory disclosure of conflicts, and restrictions on dual registration as investment adviser and research analyst for the same client.
Supervisory reporting: Updated requirements for periodic compliance filings with SEBI, including annual compliance audit reports and the format for maintaining client interaction records.
Implications for Practitioners
For registered investment advisers, the issuance of an updated master circular is the appropriate trigger for a comprehensive compliance review. IAs should map their current practices against each section of the circular and document any gaps that require remediation before the next SEBI inspection cycle.
The monthly grievance data publication requirement adds a layer of public accountability that smaller IAs may find operationally demanding. IAs should establish automated tracking systems for complaint receipt and resolution to meet the monthly publication deadline.
Legal advisors representing IAs should note that the master circular, while consolidating existing requirements, establishes the definitive compliance standard. Arguments based on older, superseded circulars will not hold weight in enforcement proceedings. Compliance documentation should reference the June 2025 Master Circular as the applicable standard from its date of issuance.