SEBI (Stock Exchanges and Clearing Corporations) (Fourth Amendment) Regulations, 2025

The Securities and Exchange Board of India (SEBI) issued the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Fourth Amendment) Regulations, 2025, effective 30 days after publication, to further refine the 2018 regulations governing stock exchanges and clearing corporations. Key amendments clarify the roles, responsibilities, and appointment procedures of managing directors, executive directors, chief technology officers (CTOs), and chief information security officers (CISOs). Managing directors now oversee overall operations, compliance, risk management, and infrastructure, while executive directors manage specific verticals with similar authority and responsibilities. CTOs are tasked with managing technology systems, IT policies, and risk frameworks, whereas CISOs handle cybersecurity governance, risk mitigation, and incident management. Additionally, the amendment formalizes conditions for non-executive appointments on external boards and defines tenure, maximum age, and approval processes. These amendments aim to strengthen governance, ensure market integrity, and enhance operational, technological, and cybersecurity oversight of stock exchanges and clearing corporations.

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 “

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) management of whole of the affairs of their respective verticals;

b) 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;

c) 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

d) the executive director of Vertical 2 shall be responsible for the overall risk management of the recognised stock exchange or the recognised clearing “

IV 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:

• establish appropriate standards and controls;
• 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
• 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 and Exchange Board of India (Depositories and Participants) 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) 4^th June, 2019, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2019 vide No. SEBI/LAD-NRO/GN/2019/21.

(b) 17^th April, 2020, by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020vide No. SEBI/LAD-NRO/GN/2020/10.

(c) 8^th October, 2020, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/32.

(d) 23^rd March, 2021, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/12.

(e) 13^th 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) 12^th August 2022, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/93

(g) 15^th 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) 28^th February, 2023, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/124.

(i) 24^th 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) 22^nd 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) 26^th April, 2024, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/171.

(l) 10^th 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) 29^th 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) 29^thAugust, 2024, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Fourth Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/202.

(o) 10^th February, 2025, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2025 vide No. SEBI/LAD-NRO/GN/2025/227.

(p) 21^st 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) 30^th April, 2025, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third Amendment) Regulations, 2025 vide No. SEBI/LAD-NRO/GN/2025/246.