Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third Amendment) Regulations, 2025

Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third Amendment) Regulations, 2025

SEBI has notified the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third Amendment) Regulations, 2025, effective ninety days from their publication in the Official Gazette. These amendments modify the 2018 regulations concerning stock exchanges and clearing corporations. Regulation 24(1) is revised, and a proviso is added to allow non-independent directors to be appointed to another recognized stock exchange, clearing corporation, or depository after a cooling-off period specified by the governing board and with prior SEBI approval.

Sub-regulation 24(3) regarding the appointment of public interest directors after their term expiry is also amended. A public interest director can be reappointed for another three-year term in a different recognized entity (stock exchange, clearing corporation, or depository) after a cooling-off period set by the governing board and with SEBI’s prior approval. However, this cooling-off period applies only to appointments as a public interest director in a competing recognized stock exchange or clearing corporation. Explanations are provided to define “competing” entities and clarify that a recognized clearing corporation subsidiary to a recognized stock exchange is considered a single entity for this sub-regulation.

SECURITIES AND EXCHANGE BOARD OF INDIA

NOTIFICATION

Mumbai, the 30th April, 2025

SECURITIES CONTRACTS (REGULATION) (STOCK EXCHANGES AND CLEARING CORPORATIONS) (THIRD AMENDMENT) REGULATIONS, 2025

No. SEBI/LAD-NRO/GN/2025/246.─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) (Third Amendment) Regulations, 2025.

2. They shall come into force on the ninetieth 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 24,

i. in sub-regulation (1), after the words “prior approval of the Board”, the symbol “.” shall be substituted with the symbol “:”;

ii. after sub-regulation (1), the following proviso shall be inserted, namely, –

“Provided that the non-independent director on the governing board of a recognized stock exchange or a recognized clearing corporation may be appointed in another recognized stock exchange or a recognized clearing corporation or a depository with the prior approval of the Board, only after a cooling-off period as may be specified by the governing board of such recognized stock exchange or recognized clearing corporation.”

iii.in sub-regulation (3),

a. the first proviso shall be substituted with the following provisos, namely,-

“Provided that upon the expiry of the term(s) at the recognized stock exchange or the recognized clearing corporation, a public interest director may be appointed with the prior approval of the Board for a further term of three years in another recognized stock exchange or a recognized clearing corporation or a depository, only after a cooling-off period as may be specified by the governing board of such recognized stock exchange or recognized clearing corporation:

Provided further that the cooling-off period would be applicable only in case of appointment as a public interest director in a competing recognized stock exchange or a recognized clearing corporation:”

b. after the provisos, the following explanations shall be inserted, namely,-

“Explanation 1: For the purpose of this sub-regulation, the expression “competing recognised stock exchange or recognised clearing corporation” shall be applicable in case of appointment of a public interest director from one recognised stock exchange to another recognised stock exchange or one recognised clearing corporation to another recognised clearing corporation.

Explanation 2: For the purpose of this sub-regulation, where the recognised clearing corporation is a subsidiary of a recognised stock exchange, both the entities shall be treated as a single entity.”

BABITHA RAYUDUE, Executive Director

[ADVT.-III/4/Exty./67/2025-26]

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. 4^th June, 2019, by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2019 videNo. SEBI/LAD-NRO/GN/2019/21.

b. 17^th April, 2020, by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020videNo. 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.