Full Text
REGD. No. D. L.-33004/99
The Gazette of India
CG-MH-E-25112025-267962
EXTRAORDINARY
PART III—Section 4
PUBLISHED BY AUTHORITY
No. 767]
NEW DELHI, TUESDAY, NOVEMBER 25, 2025/AGRAHAYANA 4, 1947
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the November 25, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (INVESTMENT ADVISERS)
(SECOND AMENDMENT) REGULATIONS, 2025
F. No. SEBI/LAD-NRO/GN/2025/278 .— In exercise of the powers conferred by sub-
section (1) of section 30 read with clause (b) of sub-section (2) of section 11 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 (Investment Advisers)
Regulations, 2013, namely:—
1. These Regulations may be called the Securities and Exchange Board of India (Investment
Advisers) (Second Amendment) Regulations, 2025.
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 (Investment Advisers) Regulations, 2013 –
I. In Regulation 4, in clause (g), the words “or sub-broker” and “and Sub-Broker” shall
be omitted.
II. In Regulation 7,
i) in sub-regulation (1),
a. after the words “under these regulations” and before the words and symbol
“, shall have the following”, the words “or persons associated with
investment advice" shall be inserted;
b. clause (a) shall be substituted with following, namely –
"(a) A graduate degree or any equivalent educational qualification from a
university or institution recognized by the Central Government or any State
Government or a recognised foreign university or institution or association or
CFA Charter from the CFA Institute, and relevant certification from NISM or
from any other organisation or institution accredited by NISM; or”;
c. clause (c) shall be substituted with the following, namely –
“(c) A Post Graduate Program in the Securities Market (Investment Advisory)
from NISM or a Post Graduate Program in Financial Planning from NISM or
any other program of NISM as may be specified by the Board.”;
d. in the second proviso, after the words and symbols “clauses (a)” and before
the words "shall not apply", the words “and (c)” shall be inserted.
ii) sub-regulation (2) shall be substituted with the following, namely –
“(2) An individual investment adviser or principal officer of a non-
individual investment adviser, registered under these regulations, persons
associated with investment advice, and in case of investment adviser
being a partnership firm, the partners thereof who are engaged in providing
investment advice, shall obtain a fresh relevant NISM certification as specified
by the Board from time to time before expiry of the validity of the existing
certification or within three years from the date of registration certificate, as
the case may be, to ensure continuity in compliance with certification
requirements."”
iii) In Regulation 13,
a. clause (e) shall be substituted with the following, namely –
"(e) individuals registered as investment advisers whose number of clients
exceed three hundred at any point of time or the fee collected during the
financial year exceeds three crore rupees, whichever is earlier shall –
(i) immediately intimate the Administration and Supervisory Body and initiate
the process of transition from individual to non-individual investment adviser;
and
(ii) apply for grant of in-principle approval for registration as non-individual
investment adviser within 3 months from the date on which the threshold is
reached;";
b. the existing clause (f) shall be renumbered as clause (h);
c. after clause (e), the following clauses shall be inserted, namely –
"(f) the in-principle approval for registration under clause (e) shall be valid for
a period of three months from the date on which such approval is granted, to
assist in the transition from registration as individual investment adviser to non-
individual investment adviser;
(g) On completion of the transition period or upon grant of certificate of
registration as non-individual investment adviser, whichever is earlier, the
investment adviser shall surrender his registration as individual investment
adviser.
Explanation. – During the transition period, the investment adviser shall be
permitted to on board new clients and collect fees in excess of the threshold
limit as given in clause (e) of regulation 13;".
III. In First Schedule, in Form A,
i) in Instruction 2, -
a) after the words “supporting documents” and before the words “to the
Board", the words “to the body or body corporate recognised by the Board
for the purpose of administration and supervision of investment advisers
or" shall be inserted;
b) the words “at its head office at Mumbai” shall be substituted with
the words and symbols “, if no such body or body corporate is recognized.”
ii) in item 1,
a) in clause (a), the words and symbols “fax number(s),” shall be omitted;
b) in clause (c), the words and symbols “and e-mail of the contact persons(s)
and principal officer" shall be substituted with “, e-mail of the contact
person, compliance officer and principal officer."
iii) in item 2,
a) in sub-item I,
a. in clause 4, the words “address proof” shall be substituted with
"details of address";
b. clause 6 and clause 7 shall be omitted.
b) in sub-item II,
a. in clause (1), the words “address proof" shall be substituted with
"details of address";
b. in clause (3), the words and symbols “, qualification and experience
requirements under regulation 7” shall be substituted with “and
qualification under regulation 7”;
c. clause (7) shall be omitted;
d. in clause (8), the words “address proof” shall be substituted with
"details of address”, and before the words “and persons associated
with investment advice” and after the words “principal officer”, the
symbol and words “, compliance officer” shall be inserted.
c) in sub-item III,
a. in clause (1), the word “address proof” shall be substituted with
"details of address" and before the words “and persons associated
with investment advice” and after the words “principal officer”,
wherever they appear, the symbol and words “, compliance officer”
shall be inserted;
b. clause (5) shall be omitted.
d) in sub-item IV,
a. in clause (1), the words "address proof" shall be substituted with
“details of address" and before the words “and persons associated
with investment advice” and after the words “principal officer”,
wherever they appear, the symbol and words “, compliance officer”
shall be inserted;
b. in clause (3), the words “principal officer and” shall be omitted;
c. clause (6) shall be omitted.
iv) item 4 shall be substituted with the following, namely –
“4. DECLARATION OF NECESSARY INFRASTRUCTURE
Declaration that the applicant has the necessary infrastructure to effectively
discharge the activities of an investment adviser.”
v) in item 6, clause (e) shall be omitted.
vi) in item 7, in paragraph 2, after the words “Securities and Exchange Board of
India" and before the words “immediately any change", the words “and
Investment Adviser Administration and Supervisory Body” shall be inserted.
AMIT PRADHAN, EXECUTIVE DIRECTOR
[ADVT.-III/4/Exty./503/2025-26]
Footnotes:
1. The Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 were
published in the Gazette of India on January 21, 2013 vide No. SEBI/LAD-NRO/GN/2012-
13/31/1778.
2. The Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 were
subsequently amended on,
a. 23rd May, 2014 by the Securities and Exchange Board of India (Payment of Fees)
(Amendment) Regulations, 2014 vide No. LAD-NRO/GN/2014-15/03/1089;
b. 8th December, 2016 by the Securities and Exchange Board of India (Change in
Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2016
vide No. SEBI/LAD-NRO/GN/2016-17/023;
C. 17th April, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox)
(Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/10;
d. 3rd July, 2020 by the Securities and Exchange Board of India (Investment Advisers)
(Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/22;
e. 11th January, 2021 by the Securities and Exchange Board of India (Investment
Advisers) (Amendment) Regulations, 2021, vide No. SEBI/LAD-NRO/GN/2021/04;
f. 16th March, 2021 by the Securities and Exchange Board of India (Investment Advisers)
(Second Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/11;
g. 3rd August, 2021 by the Securities and Exchange Board of India (Investment Advisers)
(Third Amendment) Regulations, 2021 vide No SEBI/LAD-NRO/GN/2021/34;
h. 3rd August, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox)
(Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30;
i. 17th January, 2023 by the Securities and Exchange Board of India (Change in Control
in Intermediaries) (Amendment) Regulations, 2023 vide No. SEBI/LAD-
NRO/GN/2023/115;
j. 07th February, 2023 by the Securities and Exchange Board of India (Payment of Fees
and Mode of Payment) (Amendment) Regulations, 2023 vide No. SEBI/LAD-
NRO/GN/2023/121;
k. 3rd July, 2023 by the Securities and Exchange Board of India (Alternative Dispute
Resolution Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD–
NRO/GN/2023/137;
l. 17th August, 2023 by the Securities and Exchange Board of India (Facilitation of
Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide
No. SEBI/LAD-NRO/GN/2023/146;
m. 9th October, 2023 by the Securities and Exchange Board of India (Investment Advisers)
(Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/154;
n. 26th April, 2024 by the Securities and Exchange Board of India (Investment Advisers)
(Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/169;
o. 16th December, 2024 by the Securities and Exchange Board of India (Investment
Advisers) (Second Amendment) Regulations, 2024 vide No. SEBI/LAD-
NRO/GN/2024/219;
p. 7th August, 2025 by the Securities and Exchange Board of India (Investment Advisers)
(Amendment) Regulations, 2025 vide No. SEBI/LAD-NRO/GN/2025/253.
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: 2025.11.25 23:04:37 +05'30'