Full Text
REGD. No. D. L.-33004/99
The Gazette of India
CG-MH-E-22112025-267917
EXTRAORDINARY
PART III—Section 4
PUBLISHED BY AUTHORITY
NEW DELHI, FRIDAY, NOVEMBER 21, 2025/KARTIKA 30, 1947
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 21st November, 2025
SECURITIES CONTRACTS (REGULATION) (STOCK EXCHANGES AND CLEARING
CORPORATIONS) (FOURTH AMENDMENT) REGULATIONS, 2025
F. No. SEBI/LAD-NRO/GN/2025/276.─In exercise of the powers conferred by sections 4, 8A and 31 of the
Securities Contracts (Regulation) Act, 1956, read with sections 11 and 30 of the Securities and Exchange Board of
India Act, 1992, the Board hereby makes the following regulations to further amend the Securities Contracts
(Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, namely, –
1.
These regulations may be called the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Fourth Amendment) Regulations, 2025.
2. They shall come into force on the thirtieth day from the date of their publication in the Official Gazette.
3. In the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018,
I.
in regulation 23,
(1)
in sub-regulation (1),
i.
in clause (b), the word and symbol "and," shall be omitted;
ii.
in clause (c), the symbol ":" shall be substituted with the word and symbols “; and,”;
iii. after clause (c), the words and symbols "(d) executive directors:" shall be inserted.
(2)
in sub-regulation (4) and proviso thereto, after the words "managing director" and before the
word "shall", the words "and executive directors" shall be inserted;
II
in regulation 25,
(1) in the title, after the word “Appointment” and before the words "of managing director", the words
and symbol ", role and responsibilities” shall be inserted;
(2) in clause (c) of sub-regulation (4), after first proviso, the following second proviso shall be inserted,
namely, -
"Provided further that the managing director may, with the prior approval of the governing board of
the recognised stock exchange or the recognised clearing corporation, be appointed as:
a) non-executive director on the board of a company registered under Section 8 of the
Companies Act, 2013;
b) non-executive director on the board of an unlisted government company not engaged in any
commercial activity;
c) chairperson or member (non-executive capacity) of the governing board of an educational
institution established by the Central Government, the State Government, a government
company, or a statutory body, or
d) chairperson or member (non-executive capacity) of the governing board of a university
established or incorporated by or under a Central Act or a State Act."
(3) after sub-regulation (7), the following sub-regulation shall be inserted namely, -
"(8) The roles and responsibilities of the managing director shall include the following:
a) management of the whole of the affairs of the recognised stock exchange or the recognised
clearing corporation;
b) ensure that the recognised stock exchange or the recognised clearing corporation complies
with the provisions of all applicable acts, rules and regulations, circulars, guidelines or
directions issued thereunder from time to time;
c) ensure that the functions under Vertical 1 and Vertical 2 of the recognised stock exchange
or the recognised clearing corporation, as provided in Part C of Schedule II of these
regulations, are performed in the interest of the securities market and are guided by public
interest, without having any revenue-oriented objectives.
d) be responsible for the overall risk management of the recognised stock exchange or the
recognised clearing corporation; and
e) ensure that the recognised stock exchange or the recognised clearing corporation has
adequate infrastructure and systems in place for its efficient functioning at all points of
time."
III
after regulation 25 and before regulation 26, the following regulation shall be inserted namely, -
"Appointment of executive director
25A. (1) Every recognised stock exchange and recognised clearing corporation shall appoint two
executive directors as key management personnel who shall head Vertical 1 and Vertical 2
respectively and the recognised stock exchange or recognised clearing corporation may, at
its discretion appoint an executive director to head Vertical 3, as referred to in Part C of
Schedule II of these regulations.
(2) The stature of executive directors shall be similar to that of the managing director.
(3) The process of appointment, renewal of appointment and termination of services of the
executive directors shall be similar to that of the managing director as referred to in sub-
regulations (1), (2), clauses (a) and (b) of (4), (5) and (6) of Regulation 25 of these
regulations and subject to prior approval of the Board.
(4) The tenure and maximum age limit of the executive directors shall be similar to that of the
managing director as referred to in sub-regulation (3) of Regulation 25 of these regulations.
(5) The executive director of a recognised stock exchange or a recognised clearing corporation
shall not serve on the board of any other company:
Provided that the executive director of a recognised stock exchange or a recognised clearing
corporation may, with the prior approval of the governing board of the recognised stock
exchange or the recognised clearing corporation, be appointed on the board of a subsidiary
of a recognised stock exchange or a recognised clearing corporation.
(6) The roles and responsibilities of executive directors of Vertical 1 and Vertical 2 shall
include the following:
a)
b)
c)
d)
IV
management of whole of the affairs of their respective verticals;
ensure that the functions under their respective verticals of the recognised stock
exchange or the recognised clearing corporation are operating in the interest of the
securities market and are guided by public interest, without having any revenue
oriented objectives;
the executive director of Vertical 1 shall be responsible to ensure that adequate
infrastructure and systems are in place for efficient functioning of the recognised
stock exchange or the recognised clearing corporation; and
the executive director of Vertical 2 shall be responsible for the overall risk
management of the recognised stock exchange or the recognised clearing
corporation."
after regulation 30A and before regulation 31, the following regulations shall be inserted, namely, -
"Appointment, role and responsibilities of chief technology officer
30B. (1) Every recognised stock exchange or recognised clearing corporation shall appoint a chief
technology officer to oversee and manage technology-related system design, infrastructure,
and operations.
(2) The role and responsibilities of the chief technology officer shall include the following:
(a) manage risks in all information technology related functions;
(b) formulate the information technology policy and the information technology risk
management framework; and
(c) resolution and mitigation of observations arising from technology audits."
"Appointment, role and responsibilities of chief information security officer
30C. (1) Every recognised stock exchange or recognised clearing corporation shall appoint a chief
information security officer to assess, identify, and mitigate cybersecurity risks associated
with the functioning of recognised stock exchange or the recognised clearing corporation
and respond to cybersecurity incidents.
(2) The role and responsibilities of the chief information security officer shall include the
following:
(a) establish appropriate standards and controls;
(b) direct the establishment and implementation of processes and procedures as per
the cybersecurity and cyber resilience policy approved by the governing board of the
recognised stock exchange or the recognised clearing corporation; and
(c) cyber security initiatives including planning, developing, maintaining, reviewing
and implementation of Information Security Policies."
AMIT PRADHAN, Executive Director
[ADVT.-III/4/Exty./492/2025-26]
Footnote:
1. The Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 were
published in the Gazette of India on 3rd October 2018 vide No. SEBI/LAD-NRO/GN/2018/41.
2. The Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 were
subsequently amended on-
(a) 4th June, 2019, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Amendment) Regulations, 2019 vide No. SEBI/LAD-NRO/GN/2019/21.
(b) 17th April, 2020, by the Securities and Exchange Board of India (Regulatory Sandbox)
(Amendment) Regulations, 2020vide No. SEBI/LAD-NRO/GN/2020/10.
(c) 8th October, 2020, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/32.
(d) 23rd March, 2021, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/12.
(e) 13th August, 2021, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Second Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/44.
(f) 12th August 2022, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/93.
(g) 15th November, 2022, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Second Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/104.
(h) 28th February, 2023, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/124.
(i) 24th July, 2023, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Second Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/139.
(j) 22nd August, 2023, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Third Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/148.
(k) 26th April, 2024, by the Securities Contracts (Regulation) (Stock Exchanges and
Clearing Corporations) (Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/171.
(l) 10th May, 2024, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Second Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/174.
(m) 29th July, 2024, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Third Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/196.
(n) 29th August, 2024, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Fourth Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/202.
(o) 10th February, 2025, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Amendment) Regulations, 2025 vide No. SEBI/LAD-NRO/GN/2025/227.
(p) 21st March, 2025, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Second Amendment) Regulations, 2025 vide No. SEBI/LAD-NRO/GN/2025/238.
(q) 30th April, 2025, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Third Amendment) Regulations, 2025 vide No. SEBI/LAD-NRO/GN/2025/246.
Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi-110064
and Published by the Controller of Publications, Delhi-110054.
AMIT KUMAR JAISWAL Digitally signed by AMIT KUMAR JAISWAL
Date: 2025.11.22 16:09:08 +05'30'