The Securities and Exchange Board of India (SEBI) has, vide notification dated November 18, 2025, introduced the Securities and Exchange Board of India (Informal Guidance) Scheme, 2025 (IG Scheme, 2025), which shall come into effect from December 01, 2025. The IG Scheme, 2025 updates the framework for seeking informal regulatory guidance from SEBI in the form of no-action letters or interpretive letters. SEBI also issued a Press Release on November 28, 2025, announcing the operationalisation of the new Scheme and summarising its key features.
Salient Features of the IG Scheme, 2025
Expanded Eligibility: The IG Scheme, 2025 considerably expands the ambit of eligible applicants. Informal guidance may now be sought by intermediaries registered with SEBI; managers or trustees of SEBI-registered pooled investment vehicles; companies whose securities are listed on recognised stock exchanges; companies that have filed a listing application or draft offer document; acquirers or prospective acquirers under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; and recognised stock exchanges, clearing corporations, and depositories. This represents a significant broadening of access compared to the earlier framework.
Nature of Informal Guidance: Informal guidance may be sought for and given in two forms, namely “no-action letters”, indicating whether enforcement action would be recommended, or “interpretive letters”, providing SEBI’s interpretation of specific legal provisions in the context of the facts presented.
Procedure for Filing: Applications seeking informal guidance must be submitted only by email, strictly in the format prescribed in Schedule I, and must be accompanied by a fee of ₹50,000 /-, payable through electronic transfer modes. Material facts and applicable legal provisions must be fully disclosed. It is to be noted that SEBI has increased the application fees from INR 25,000 to INR 50,000.
Processing and Timelines: SEBI shall now dispose of applications seeking informal guidance within 60 days, excluding the time taken by the applicant to furnish clarifications. SEBI may seek clarification from the Applicant, the failure to respond which within 15 days, may result in rejection of the said application, subject to a single discretionary extension of an additional 15 days.
Grounds for refusal by SEBI: SEBI may refuse to issue informal guidance where the request is generic, incomplete in its factual disclosure, hypothetical, or made by an applicant without a direct interest; where relevant legal provisions are not cited; where a similar no-action or interpretive letter has already been issued; where the matter is under investigation, enforcement, or sub judice; or where SEBI considers that policy considerations justify withholding a response.
Confidentiality Provisions: Applicants may seek confidential treatment for up to 90 days or request redaction of commercially sensitive information prior to making the informal guidance available to public. On granting of confidentiality, SEBI will not publish the informal guidance on its website and not make it available to the public. If SEBI declines confidentiality, the applicant may withdraw the application and receive a full refund without deduction.
Legal Status and Limitations: Informal guidance is non-binding, does not constitute a legal determination or order, and is not appealable under Section 15T of the SEBI Act, 1992. SEBI may subsequently take a different view and bear no liability for loss resulting from delayed, declined, or non-issuance of guidance.
ELP Comments
The IG Scheme, 2025 significantly expands and modernises the informal guidance mechanism by widening eligibility, establishing a centralised process, standardising documentation, and codifying confidentiality safeguards. These measures enhance procedural clarity and regulatory access for market participants. Given the non-binding nature of informal guidance and SEBI’s broad discretion, applicants must ensure precise and factually correct disclosures and exercise caution in structuring transactions based on such guidance.
The IG Scheme, 2025 shall apply from December 01, 2025, and all applications henceforth must be submitted to iguidance@sebi.gov.in in the prescribed format.
Link for the press release can be accessed here.
Link for IG Scheme, 2025 can be accessed here.
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The information contained in this document is intended for informational purposes only and does not constitute legal opinion or advice. This document is not intended to address the circumstances of any individual or corporate body. Readers should not act on the information provided herein without appropriate professional advice after a thorough examination of the facts and circumstances of a situation. There can be no assurance that the judicial/quasi-judicial authorities may not take a position contrary to the views mentioned herein.
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