The Securities and Exchange Board of India has issued the Securities and Exchange Board of India (Intermediaries) (Third Amendment) Regulations, 2025, introducing an important expansion to Regulation 30A of the 2008 Intermediaries Regulations. The amendment inserts a new clause (da) under sub-regulation (1), specifying additional grounds on which a person may be deemed “not fit and proper” to act as an intermediary. The newly added clause covers three key compliance failures: not meeting prescribed minimum net worth or liquid net worth requirements, failing to achieve the mandated minimum revenue from permitted activities (subject to SEBI-notified exemptions), and not transferring specified activities to a separate business unit as required by SEBI. These changes aim to strengthen financial soundness, operational discipline, and structural compliance within intermediaries. The amendment will take effect thirty days after its publication in the Official Gazette and further enhances SEBI’s regulatory framework to ensure market integrity.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 3rd December, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (INTERMEDIARIES) (THIRD AMENDMENT) REGULATIONS, 2025
F. No. SEBI/LAD-NRO/GN/2025/285.— 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) (Third 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 and Exchange Board of India (Intermediaries) Regulations, 2008, in regulation 30A, in sub-regulation (1), after the existing clause (d), the following clause shall be inserted, namely,-
“(da) a person which fails to –
i. meet the specified criteria of minimum net worth or the minimum liquid net worth requirements;
ii. meet the criteria for minimum revenue generation from permitted activities, subject to exemptions as may be specified by the Board from time to time;
iii. transfer activities, as may be specified by the Board, to a separate business unit;”
AMIT PRADHAN, Executive Director
[ADVT.-III/4/Exty./523/2025-26]
Footnotes:
1. The Securities and Exchange Board of India (Intermediaries) Regulations, 2008 was published in the Gazette of India on May 26, 2008 videMay 26, 2008 vide notification LAD-NRO/GN/2008/11/126538.
2. The Securities and Exchange Board of India (Intermediaries) Regulations, 2008 was amended on-
a. August 11, 2008 by the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) (Amendment) Regulations, 2008, vide notification No. LAD-NRO/GN/2008/20/134766.
b. July 14, 2009 by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2009, vide notification no. LAD-NRO/GN/2009-10/12/169546.
c. January 7, 2014 by the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, vide notification no. LAD-NRO/GN/2013-14/36/12.
d. May 25, 2016 by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2016, vide notification no. SEBI/LAD-NRO/GN/2016-17/006.
e. November 21, 2017, by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2017, vide notification no. SEBI/LAD-NRO/GN/2017-18/021.
f. April 17, 2020, by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, vide notification no. SEBI/LAD-NRO/GN/2020/10.
g. January 21, 2021, by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2021, vide notification no. SEBI/LAD-NRO/GN/2021/07.
h. May 5, 2021, by the Securities and Exchange Board of India (Intermediaries) (Second Amendment) Regulations, 2021,vide notification no. SEBI/LAD-NRO/GN/2021/20.
i. August 3, 2021, by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, vide notification no. SEBI/LAD-NRO/GN/2021/30.
j. November 17, 2021,by the Securities and Exchange Board of India (Intermediaries) (Third Amendment) Regulations, 2021, vide notification no. SEBI/LAD-NRO/GN/2021/59.
k. August 1, 2022, by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2022, vide notification no. SEBI/LAD-NRO/GN/2022/91.
l. August 29, 2024, by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2024, vide notification no. SEBI/LAD-NRO/GN/2024/201.
m. December 6, 2024, by the Securities and Exchange Board of India (Intermediaries) (Second Amendment) Regulations, 2024, vide notification no. SEBI/LAD-NRO/GN/2024/216.
n. February 10, 2025 by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2025, vide notification no. SEBI/LAD-NRO/GN/2025/226.
o. March 21, 2025, by the Securities and Exchange Board of India (Intermediaries) (Second Amendment) Regulations, 2025, vide notification no. SEBI/LAD-NRO/GN/2025/237.
