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Core Purpose

The Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2026, further amend the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, under powers conferred by Section 30 of the Securities and Exchange Board of India Act, 1992.

Detailed Summary

The Securities and Exchange Board of India (SEBI) issued the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2026, on April 15, 2026, via F. No. SEBI/LAD-NRO/GN/2026/300, exercising powers under Section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992). These regulations amend the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, which were originally published on May 26, 2008, and last amended on December 5, 2025. The amendments, effective upon publication in the Official Gazette, introduce a definition for 'days' as calendar days in regulation 2(1)(ea). Significant changes are made to Schedule II: in clause 3(b), the phrase 'not incurring any of the following disqualifications' is replaced with 'being subject to any of the following events', items (i) and (ii) are omitted, 'any economic offence or an offence of securities laws or' is inserted in item (v), and 'any winding up proceedings have been initiated or' is omitted from item (vi). New clauses (3A) and (3B) are inserted, requiring applicants or intermediaries to inform SEBI within fifteen working days if a person under clause (2) is subject to an event under clause 3(b), and stipulating that a 'not fit and proper person' declaration requires a reasonable opportunity of being heard. Clause 4 omits the phrase 'or for a period of five years from the date of effect of the order, if no such period is specified in the order'. In clause 5, '11B' is replaced with '11B(1)' and 'one year' with 'six months'. Clause 6 is substituted to clarify that a 'not fit and proper person' declaration for an associate or group entity does not automatically affect the applicant/intermediary, unless the applicant/intermediary or another person under clause (2) is also involved. Furthermore, it mandates intermediaries to replace persons declared 'not fit and proper' under clause 2(b) within thirty working days, and for persons under clause 2(c) to divest holdings and cease voting rights within six months, to avoid action against the intermediary.

Full Text

REGD. No. D. L.-33004/99 The Gazette of India CG-MH-E-16042026-271862 EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY No. 267] NEW DELHI, WEDNESDAY, APRIL 15, 2026/CHAITRA 25, 1948 ***** SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 15th April, 2026 SECURITIES AND EXCHANGE BOARD OF INDIA (INTERMEDIARIES) (AMENDMENT) REGULATIONS, 2026 F. No. SEBI/LAD-NRO/GN/2026/300—In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, namely– 1. These regulations may be called the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2026. 2. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, - I. in regulation 2, in sub-regulation (1), after clause (e) and before clause (f), the following new clause shall be inserted, namely - "(ea) "days" shall mean calendar days unless otherwise specified in these regulations;" II. in Schedule II, a. in clause 3, in sub-clause (b), i. the words "not incurring any of the following disqualifications" shall be substituted with the words "being subject to any of the following events"; ii. items (i) and (ii) shall be omitted; iii. in item (v), after the words "by a court for" and before the words "any offence involving", the words "any economic offence or an offence of securities laws or” shall be inserted; and iv. in item (vi), the words “any winding up proceedings have been initiated or" shall be omitted. b. after clause 3, the following new clauses shall be inserted, namely, - "(3A) If any person under clause (2) is subjected to any event under sub- clause (b) of clause (3), the applicant or intermediary shall inform the Board of the occurrence of such event within fifteen working days of the recognised stock exchanges. (3B) A person shall be declared as not ‘fit and proper person' by the Board, after granting such person a reasonable opportunity of being heard.” c. in clause 4, the words and symbol “or for a period of five years from the date of effect of the order, if no such period is specified in the order” shall be omitted. d. in clause 5, i. the numerals and letter "11B" shall be substituted with the numerals and letter "11B(1)"; and ii. the words “one year” shall be substituted with the words “six months”. e. clause 6 shall be substituted with the following clause namely, - “(6) If an associate or group entity of the applicant or intermediary has been declared as not ‘fit and proper person' by the Board, such declaration shall not have any bearing on the 'fit and proper person' criteria of the applicant or intermediary unless the applicant or intermediary or any other person referred in clause (2), is also found to be subjected to the same event: Provided that if any person as referred in sub-clause (b) of clause (2) has been declared as not 'fit and proper person' by the Board, the intermediary shall replace such person, within thirty working days of the recognised stock exchanges, from the date of such declaration failing which the 'fit and proper person' criteria may be invoked against the intermediary: Provided further that if any person as referred in sub-clause (c) of clause (2) has been declared as not ‘fit and proper person' by the Board, the intermediary shall ensure that such person does not exercise any voting rights and that such person divests their holding within six months from the date of such declaration failing which the 'fit and proper person' criteria may be invoked against such intermediary.” AMIT PRADHAN, Executive Director [ADVT.-III/4/Exty./36/2026-27] Note: The Securities and Exchange Board of India (Intermediaries) Regulations, 2008 was published in the Gazette of India on May 26, 2008 vide notification No. LAD- NRO/GN/2008/11/126538 and was last amended on December 5, 2025 by the Securities and Exchange Board of India (Intermediaries) (Third Amendment) Regulations, 2025 vide notification no. SEBI/LAD-NRO/GN/2025/285.

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