Review of regulatory requirement for maintenance of call records of institutional clients by Research Analysts or Research Entities

CIRCULAR HO/38/11/(9)2026-MIRSD-POD/I/24272/2026 October 23, 2026 To, All registered Research Analysts, Research Analysts Administration and Supervisory Body (RAASB) Madam/ Sir,

Sub: Review of regulatory requirement for maintenance of call records of institutional clients by Research Analysts or Research Entities

1. Regulation 25(1)(vii) of the Securities and Exchange Board of India (Research Analysts) Regulations, 2014 (RA Regulations), inter-alia, mandates a Research Analyst/ Research Entity (RA/ RE) to maintain records of communication, including call recordings.

2. The SEBI Master Circular for Research Analysts dated February 6, 20261 (Master

Circular for RAs), provides a consolidation of the directions/ instructions applicable on RAs/ REs. In particular, paragraph 1.13 of Chapter 1 and paragraph 33 of Annexure I of Chapter VII of the Master Circular for RAs, inter alia, specify the requirements pertaining to maintenance of records, including call recordings by RAs/ REs.

3. Based on the representations received from the market participants and as a part of SEBI’s ongoing efforts to enhance the ease of doing business, amendment to Regulation 25(1)(vii) of the RA Regulations have been notified, thereby relaxing the requirement upon RAs/ REs to maintain call recordings of communications with clients which are institutional investors.

1 Circular ref. no. HO/38/12/11(1)2026-MIRSD-POD/I/4360/2026;

Page 1 of 44. Accordingly, it has been decided to suitably modify and replace the relevant provisions of the Master Circular for RAs, as under:

4.1. Paragraph 1.13 of Chapter I of Master Circular for RAs, shall be replaced with

the following: “1.13. KYC requirements and maintenance of record a. As provided under Regulation 25(1) of RA Regulations, RA or research entity shall follow the KYC procedure for their fee paying clients and maintain KYC records for their clients as specified by SEBI from time to time.

b. Regulation 25 (1) of RA Regulations also provides that RA or research entity shall maintain the records with respect to its interaction with clients.

In this regard, it is clarified that:

(i) RA shall maintain records of interactions, with all clients including prospective clients (prior to onboarding), where any conversation related to its services has taken place, inter-alia, in the form of:

(a) Physical record written and signed by client;

(b) Call recordings;

(c) Email from registered email id;

(d) Record of SMS messages;

(e) Any other legally verifiable record.

Provided that the requirement to maintain call recordings of interactions with clients which are institutional investors shall not be mandatory.

(ii) Such records shall begin with first interaction with the client and shall continue till the completion of research services to the client.

Page 2 of 4(iii) RA or research entity are required to maintain these records for a period of five years. However, in case where dispute has been raised, such records shall be kept till resolution of the dispute or if SEBI desires that specific records be preserved, then such records shall be kept till further intimation from SEBI.”

4.2. In Paragraph 33 of Annexure I (Frequently Asked Questions (FAQs) related to regulatory provisions for Research Analysts) of Chapter VII of the Master

Circular for RAs, the response to point iii. shall be replaced with the following: “iii. The requirement of maintenance of records of interactions with clients such as call recordings, emails, etc. is applicable for fee-paying as well as non-fee paying clients whereas non-fee paying clients are the clients receiving research services as a value added service along with other services availed from the research entity or any other entity at family/ group level on payable basis. For the purpose of abundant clarity, it is to be stated that call recording is not required if the interaction with client is made through means such as email, etc.

for which digital footprint is available.

The purpose of the records of the client interaction is to document the interaction to cater to potential client grievances related to research services

provided by the RA/ research entity. Hence, RAs/ research entities shall ensure compliance with the provision for maintenance of records of interactions for all their clients.

Provided that the requirement to maintain call recordings of interactions with clients which are institutional investors shall not be mandatory.”

5. All other provisions of the Master Circular for RAs, shall remain unchanged.

6. The provisions of this circular shall come into effect from November 08, 2026.

Page 3 of 47. The Research Analysts Administration and Supervisory Body, is advised to:

7.1. make necessary amendments to the relevant bye-laws and rules, for the implementation of this circular; and

7.2. bring the provisions of this circular to the notice of the registered Research Analysts and also disseminate the same on its website.

8. This circular is issued in exercise of powers conferred under section 11(1) of the Securities and Exchange Board of India Act, 1992, read with Regulation 25(1)(vii) of the Securities and Exchange Board of India (Research Analysts) Regulations, 2014, to protect the interests of investors in securities and to promote the development of, and to regulate the securities markets.

9. This circular is issued with the approval of the competent authority.

10. This circular is available on the SEBI website at www.sebi.gov.in under the

category: ‘Legal → Circulars’.

Yours faithfully, Divya Hamirbasia Deputy General Manager 022-26449293 divyah@sebi.gov.in Page 4 of 4