SEBI Has Issued The SEBI (Informal Guidance) Scheme, 2025

SEBI vide notification dated 18.11.2025, has introduced the SEBI (Informal Guidance) Scheme, 2025 ("Scheme")¹. The Scheme, which comes into effect on 01.12.2025, replaces the SEBI (Informal Guidance) Scheme, 2003.

The key features of the Scheme are as follows:

1. The Scheme permits certain categories of persons to apply for informal guidance, namely, intermediaries registered with SEBI, investment managers and trustees of pooled investment vehicles, listed companies, companies intending to list their securities, acquirers under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011, recognized stock exchanges and clearing corporations, and depositories registered with SEBI.
2. Informal guidance may be sought in two forms, namely, a No-action Letter and an Interpretive Letter. A No-action Letter indicates whether the relevant department would recommend enforcement action to SEBI for a proposed transaction. An Interpretive Letter provides the department's interpretation of specific legal provisions in the context of a proposed transaction or factual situation.
3. All applications must be filed electronically at iguidance@sebi.gov.in in the prescribed format, accompanied by a fee of INR 50,000. The application must clearly state whether it seeks a No-action Letter or an Interpretive Letter and must detail all material facts, circumstances, and applicable legal provisions.
4. The department is required to dispose of applications within 60 days of receipt, excluding the time taken by the applicant to respond to clarifications. If an applicant fails to respond to clarifications within 15 days, the application may be rejected, though a further 15-day extension may be granted at SEBI's discretion.
5. The department may decline to respond to applications that are general or hypothetical in nature, where the applicant lacks direct interest, where similar guidance has already been issued, where enforcement action or litigation is ongoing, or where policy concerns warrant non-response.
6. Applicants may request confidential treatment for up to 90 days from the date of response. They may also request redaction of specific facts on grounds of privacy or commercial secrecy before the guidance is published on SEBI's website. If confidentiality is denied, applicants may withdraw their application within 30 days and receive a full refund of the fee.
7. Letters issued under the Scheme do not constitute conclusive determinations of law or fact and are not binding on SEBI. They are not orders under Section 15T of the SEBI Act, 1992 and are not appealable. The guidance is conditional upon the applicant acting in accordance with all facts and representations made in the application.
8. Subject to confidentiality provisions, SEBI may upload the guidance letters along with the applications on its website for public access.

Footnote

1. Securities and Exchange Board of India (Informal Guidance) Scheme, 2025.

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