The Securities and Exchange Board of India, on 23 June 2025, issued an updated Master Circular for Registrars to an Issue and Share Transfer Agents bearing circular number SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91. The circular consolidates all applicable guidelines and directions previously issued to RTAs into a single reference document, superseding the prior Master Circular dated 7 May 2024 along with all subsequent circulars on the subject.
Background
Registrars to an Issue and Share Transfer Agents occupy a critical position in India's capital market infrastructure, handling share transfers, maintaining investor records, processing corporate actions, and managing dividend distributions for listed companies. SEBI has progressively tightened regulatory oversight of RTAs given their central role in investor servicing and the systemic risks associated with inadequate record-keeping.
The consolidation of multiple circulars into a single master document is part of SEBI's ongoing initiative to simplify its regulatory framework. The previous Master Circular from May 2024 had itself been supplemented by several subsequent circulars, creating a dispersed compliance landscape for RTAs. The June 2025 version brings all extant directions under one umbrella.
Key Provisions
The updated Master Circular introduces and consolidates the following:
Investor grievance framework: RTAs must maintain a dedicated email address for investor grievances prominently displayed on their websites. Daily alerts on unresolved complaints must be sent to the SEBI-registered email addresses of compliance officers.
SCORES 2.0 integration: Full integration with SEBI's Complaints Redress System 2.0 is mandated, with quick escalation paths and transparency requirements for complaint resolution timelines.
Online Dispute Resolution: RTAs must participate in the ODR framework, providing investors with an accessible mechanism for resolving disputes without recourse to formal legal proceedings.
Duplicate securities threshold: SEBI has doubled the threshold for availing simplified documentation when issuing duplicate securities certificates from five lakh rupees to ten lakh rupees. This reduces the procedural burden on investors seeking replacement certificates for lost or damaged securities of moderate value.
Operational standards: Comprehensive directions covering record maintenance, data security, business continuity planning, and periodic reporting obligations to SEBI and stock exchanges.
Implications for Practitioners
For RTAs and their compliance teams, the consolidation into a single document simplifies the compliance mapping exercise but also establishes a definitive baseline against which SEBI inspections will be conducted. Any legacy practices based on older, now-rescinded circulars must be promptly updated.
The doubling of the duplicate securities threshold to ten lakh rupees is a practical reform that will benefit a significant number of individual investors. Company secretaries and legal teams advising listed companies should update their internal processes to reflect this revised threshold when directing investor queries to RTAs.
Securities lawyers advising clients on investor grievance mechanisms should note the ODR mandate, which creates an additional pre-litigation resolution channel. Where clients face complaints routed through SCORES 2.0, the response timelines and escalation triggers embedded in the Master Circular will govern the process.