HO/47/12/11(5)2025-MRD-POD3/I/196/2025 — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

CIRCULAR HO/47/12/11(5)2025-MRD-POD3/I/196/2025 To All Recognized Stock Exchanges All Recognized Clearing Corporations All Depositories Sir/Madam, Subject: Provisions relating to Strengthening Governance of Market Infrastructure Institutions (MIIs) The phenomenal growth in the securities market over recent years, driven by increased market capitalization, trading volumes, technology adoption, investor base and market intermediaries has significantly amplified the role of MIIs (Stock Exchanges, Clearing Corporations and Depositories) to act primarily in public interest. Any lapses in these critical institutions could have an adverse impact on the securities market and the broader economy. Based on the feedback received from various stakeholders, public comments, recommendation of the Secondary Market Advisory Committee of SEBI (SMAC), SEBI Board in its meeting held on September 12, 2025 approved amendments to Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 (SECC Regulations, 2018) and Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 (D&P Regulations, 2018) regarding roles and responsibilities of the Managing Director (MD); directorship(s) of the MD in other companies; and appointment, roles and responsibilities of Executive December 12, 2025 Director (ED), Chief Technology Officer (CTO) and Chief Information Security Officer (CISO) of the MIIs. Amendments to both SECC Regulations, 2018 and D&P Regulations, 2018 have been issued vide Gazette Notifications No. SEBI/LADNRO/GN/2025/276 and No. SEBI/LAD -NRO/GN/2025/275 dated November 21, 2025 . The amended provisions will come into force on 30 th day from the date of their publication in the Official Gazette , i.e. 20th December, 2025 . W