SEBI Circular SEBI/HO/CFD/PoD2/CIR/P/2025/47: Enhancing Transparency and Accountability in Listed Entity Disclosures
Source: SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2025/47
Date of Issue: April 10, 2025
The Securities and Exchange Board of India (SEBI), through its Circular No. SEBI/HO/CFD/PoD2/CIR/P/2025/47, has ushered in a new era of transparency, governance and accountability for India’s listed entities and those aspiring to list on Indian stock exchanges. These reforms significantly enhance the framework for corporate disclosures, focusing on materiality, ESG reporting, IPO preparedness and board accountability. With increasing global scrutiny on corporate governance and investor protection, SEBI’s initiative aligns Indian capital markets more closely with international regulatory standards.
As Indian companies attract greater interest from global investors and expand their footprint, robust disclosure norms become not just a regulatory requirement but a strategic imperative. The revised guidelines mandate proactive, timely and granular disclosure of material events, the adoption of standardized sustainability reporting and stronger oversight from company boards and compliance officers.
Role of Compliance Professionals and Company Secretaries
The role of Company Secretaries (CS) and Chief Compliance Officers has expanded significantly in the wake of this circular. Key responsibilities now include:
- Event Surveillance and Escalation:
Proactively identifying developments that could qualify as material events and ensuring they are promptly reported. - BRSR Coordination:
Working with sustainability, legal and operations teams to compile ESG disclosures for the BRSR. - Board Briefings: Advising the board on potential compliance risks, regulatory changes and stakeholder expectations.
- Disclosure Audits:
Periodic review of past disclosures to ensure consistency and completeness and preparing for SEBI compliance audits.
Benefits of the Circular
Improved Market Efficiency
Enhanced disclosure quality and frequency reduce information asymmetry and allow markets to price securities more efficiently.
- Investor Empowerment
Retail and institutional investors benefit from clear, accurate and timely information, enabling better investment decisions. - Enhanced Corporate Credibility
Companies that voluntarily exceed the disclosure minimums are likely to enjoy reputational benefits, leading to better valuations and easier access to capital. - Alignment with Global Norms
By adopting international best practices in sustainability and disclosure, Indian companies position themselves favorably with global investors and regulators.
Strategic Recommendations for Companies
To navigate this new regulatory environment effectively, companies should:
- Conduct Materiality Workshops:
Train internal teams to assess what qualifies as a material event under the new guidelines. - Appoint ESG Champions:
Establish cross-functional teams responsible for compiling, reviewing and enhancing ESG data quality. - Upgrade IT Systems:
Implement disclosure management platforms with audit trails, real-time alerts and template-based filings. - Strengthen Internal Controls:
Regularly review internal communication channels to ensure that information flows seamlessly from operational teams to compliance officers.
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