Securities and Exchange Board of India

Ů Ů Ŋ Ŋ Securities and Exchange Board of India CIRCULAR SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2024/164 To, All Registered Investment Advisers All Registered Research Analysts All KYC (Know Your Client) Registration Agencies BSE Limited (Administration and supervisory body for Investment Advisers and Research Analysts- IAASB/RAASB) Sir / Madam, Sub: Prior approval for change in control: Transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control In line with clarification provided for certain intermediaries vide circular no. SEBI/HO/MIRSD/DOR/CIR/P/2021/42, the following is clarified with respect to transfer of shareholding among immediate relatives and transmission of shareholding in respect of investment advisers (IAs), research analysts (RAs) and KYC (Know Your Client) registration agencies (KRAs): Transfer /transmission of shareholding in case of unlisted body corporate intermediary: In following scenarios, change in shareholding of the intermediary will not be construed as change in control: Transfer of shareholding among immediate relatives shall not result into change in control. Immediate relative shall be construed as defined under Regulation December 27, 2024 Ů Ů Ŋ Ŋ Securities and Exchange Board of India 2(1)(l) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 which inter-alia includes any spouse of that person, or any parent, brother, sister or child of the person or of the spouse; Transfer of shareholding by way of transmission to immediate relative or not, shall not result into change in control. Transfer /transmission of shareholding in case of a proprietary firm type intermediary: In case of an intermediary being a proprietary concern, the transfer or bequeathing of the

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