The Securities and Exchange Board of India amended the SEBI (Intermediaries) Regulations, 2008 through the 2026 notification to refine the “fit and proper person” framework and enhance regulatory clarity. A key change defines “days” as calendar days unless specified otherwise. The amendment replaces earlier disqualification language with broader “events” and expands the scope to include convictions for economic offences or securities law violations. It introduces mandatory disclosure requirements, requiring intermediaries to inform SEBI of such events within fifteen working days. Importantly, SEBI must provide an opportunity of hearing before declaring any person not fit and proper. The amendment removes automatic time-based disqualifications and shortens certain regulatory timelines, such as reducing the restriction period from one year to six months. It also clarifies that actions against group entities do not automatically affect intermediaries unless linked. Further, intermediaries must replace disqualified persons or ensure divestment, strengthening governance and accountability standards.
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.
