Sebi revamps accredited investors framework; approves common ad code for mkt intermediaries

Markets regulator Sebi on Thursday decided to widen the pool of accredited investors by allowing individuals with securities market assets of Rs 5 crore and body corporates with such assets of Rs 20 crore to qualify, alongside the existing income and net-worth criteria.

Additionally, the Sebi board approved a common advertisement code for market intermediaries, including stock brokers, mutual fund houses, investment advisors and portfolio managers, whereby allowing them to engage celebrities for promoting their brands or entity name, while prohibiting endorsements of specific products or services.

Also, the board approved a fourth Settlement Scheme, 2026, for entities facing proceedings related to non-genuine trades in illiquid stock options on the BSE between April 1, 2014, and September 30, 2015.


The scheme will provide eligible entities an opportunity to settle pending enforcement proceedings related to such trades.

Regarding accredited investors, Sebi has simplified the accreditation process and is expanding the pool of sophisticated investors eligible to participate in alternative investment funds (AIFs) and other investment products.

Sebi said the new securities market exposure criterion will also apply to HUFs, family trusts and sole proprietorships for the Rs 5-crore threshold, while the Rs 20-crore criterion will cover body corporates and other trusts.

Earlier Sebi, in its consultation paper, stated the securities-market exposure criterion alone has the potential to expand the pool of eligible accredited investors to around 4 lakh, compared with the existing AIF investor base of around 1 lakh.

The board also approved an additional, optional manager-led accreditation route. Managers of AIFs, asset management companies offering specialised investment funds (SIFs) and Sebi-registered portfolio managers will be permitted to accredit investors, while the existing route through accreditation agencies will continue.

Sebi said persons resident outside India, including foreign portfolio investors, will be deemed to be accredited investors. Limited Liability Partnerships will also be eligible for accreditation if each partner is an accredited investor. Accreditation through either route will be valid for three years.

The manager-led accreditation will be portable across AIF, SIF and portfolio management services products within the same group, subject to safeguards.

Sebi said the measures are expected to simplify accreditation, reduce duplication in verification and facilitate greater mobilisation of capital from sophisticated investors into alternative investment products. In a separate decision, Sebi approved a Common Advertisement Code for specified regulated entities, including stock brokers, depository participants, investment advisers, research analysts, online bond platform providers, portfolio managers and mutual funds or asset management companies.

Under the new framework, regulated entities will be permitted to use celebrities for brand-level or entity-level promotion, subject to prior approval and safeguards. However, celebrities cannot endorse specific financial products or services.

Sebi also decided to abolish mandatory prior approval for advertisements, except those containing celebrity endorsements, while requiring post-issuance reporting within three working days. The common code will replace entity-specific advertisement frameworks prescribed under various Sebi regulations, master circulars and other directions. In another decision, Sebi approved amendments to do away with the mandatory listing of all outstanding unlisted non-convertible debt securities when an issuer lists its debt securities for the first time.

"The amendment provides that an entity shall be required to list only prospective issuances of non-convertible debt securities. This will encourage listing of debt securities by new issuers," Sebi said.

The change is aimed at reducing operational difficulties and costs associated with listing existing debt issues and is expected to encourage more issuers to access the listed debt market. The board also approved amendments to the certification regulations for securities market professionals, including relaxing the cut-off date for age and experience-based exemptions and allowing specified courses and programmes to qualify for certification.

The regulations will be renamed as the Sebi (Certification of Specified Persons in the Securities Markets) Regulations, 2007.