SEBI Board Meeting September 2026: 13 Key Regulatory Changes

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The Securities and Exchange Board of India (SEBI) has taken another important step towards making India's securities market more transparent, investor-friendly, and easier for businesses to operate in. At its 215th Board meeting held in Mumbai on 24 September 2026, SEBI approved 13 major regulatory decisions affecting portfolio managers, research analysts, investment advisers, foreign investors, Alternative Investment Funds (AIFs), REITs, InvITs and other financial intermediaries.

The decisions focus on reducing unnecessary compliance requirements, expanding investment opportunities, improving investor protection and simplifying regulatory procedures. For businesses and professionals working in the financial sector, these changes are more than routine regulatory updates. They could influence investment strategies, client relationships, operational costs and day-to-day compliance responsibilities.

From introducing new Portfolio Managers Regulations to simplifying settlement proceedings and making advertisement rules more flexible, the decisions reflect SEBI's effort to support a growing securities market without compromising investor interests. This article explains all 13 major decisions, their important provisions and what they mean for businesses and investors.

New SEBI Portfolio Managers Regulations, 2026

One of the biggest decisions of the meeting was SEBI's approval of the proposed SEBI (Portfolio Managers) Regulations, 2026, which will replace the existing 2020 regulations. The objective is to encourage the growth of Portfolio Management Services (PMS) while reducing compliance difficulties.

More Investment Opportunities for Portfolio Managers

SEBI approved allowing portfolio managers to invest in Initial Public Offerings (IPOs) and primary market debt issuances. Under Discretionary Portfolio Management Services, portfolio managers may also invest up to 10% of a client's Assets Under Management (AUM) in investment-grade, non-convertible unlisted debt securities, provided the client gives consent.

Another important change is greater flexibility in exchange-traded derivatives, with permitted exposure of up to 1.25 times the client's AUM. Portfolio managers will also be able to invest in foreign securities, including listed equity, debt instruments, REITs, overseas mutual funds, ETFs, index funds and foreign government debt, subject to FEMA and RBI requirements. These changes may help portfolio managers diversify investments and offer clients a wider range of opportunities.

Introduction of PRIM

SEBI approved introducing the Portfolio Managers Route for Investing in Mutual Fund Units (PRIM). This arrangement will allow portfolio managers to invest client funds in direct plans of mutual funds, ETFs, index funds and Specialized Investment Funds (SIFs).

The minimum investment under PRIM will be Rs. 25 lakh. Entities seeking registration exclusively for PRIM will require a minimum net worth of Rs. 2 crore, along with specified professional qualifications and certification requirements. A fixed management fee of up to 1% of client AUM will be permitted, and performance-based fees may also be charged.

Independent Fund Managers

SEBI also approved introducing Independent Fund Managers (IFMs), who may manage client portfolios in association with registered portfolio managers. The registered portfolio manager will remain responsible for the IFM's activities, helping maintain accountability.

Easier Compliance Requirements

SEBI approved relaxing certain Principal Officer educational requirements and dealing-room requirements for portfolio managers with AUM below Rs. 100 crore. It also proposed a standardised Investment Management Agreement, greater use of digital disclosures and simplified reporting requirements.

The new draft regulations have been reduced from 70 pages to 33 pages. What it means: Portfolio managers may gain more business opportunities while benefiting from clearer and simpler compliance requirements.

Changes in SEBI Settlement Regulations, 2026

SEBI approved replacing the SEBI (Settlement Proceedings) Regulations, 2018, with the SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2026. The changes aim to make settlement proceedings more predictable, transparent and efficient.

Extended Application Timeline

The period for applying for settlement after receiving a show cause notice will increase from 60 days to 90 days. SEBI also approved introducing a settlement notice before the show cause notice in eligible cases, allowing 60 days to submit an application.

Fast-Track Settlement

A faster settlement process will be introduced for certain violations and cases involving settlement amounts not exceeding Rs. 10 lakh. This may help resolve less serious regulatory matters without lengthy proceedings.

Revised Settlement Calculation

SEBI approved a structured formula for calculating settlement amounts based on the minimum penalty, seriousness of the violation, stage of proceedings and other relevant factors. Wrongful gains will be disgorged separately to avoid double counting. Certain applicants who previously failed to obtain settlement may also receive a fresh opportunity, subject to eligibility conditions and an additional 20% settlement amount.

The regulations also provide for settlement of specified financial misrepresentation and fund diversion cases, subject to appropriate corrective measures. Interest on disgorgement will generally be calculated at 9% per annum for specified periods, increasing to 12% after the final order in certain matters.

What it means: Eligible entities facing SEBI proceedings may benefit from clearer calculations, extended timelines and more settlement opportunities.

Relaxation in Call Recording Requirements for Research Analysts

SEBI approved relaxing the requirement for Research Analysts and Research Entities to maintain call recordings of communications with institutional investor clients. Maintaining these recordings can involve significant technology, storage and administrative expenses. By relaxing this requirement, SEBI aims to reduce unnecessary compliance costs for research service providers. However, the relaxation relates specifically to institutional clients. Other applicable documentation and record-maintenance requirements will continue.

What it means: Research Analysts dealing with institutional investors may find their daily compliance responsibilities easier to manage.

Common Advertisement Code for SEBI-Regulated Entities

SEBI approved introducing a Common Advertisement Code covering stockbrokers, depository participants, investment advisers, research analysts, online bond platform providers, portfolio managers, mutual funds and Asset Management Companies. Previously, different categories of regulated entities followed separate advertisement requirements.

Important Changes

Under the approved rules, most advertisements will no longer require mandatory prior approval. Instead, regulated entities must report advertisements within three working days after issuance. Celebrity endorsements for brand-level promotion will be permitted, subject to prior approval and safeguards.

Regulated entities may also advertise ratings and rankings assigned by the Past Risk and Return Verification Agency. The code will distinguish promotional advertisements from routine factual and investor-service communications.

What it means: Financial businesses may find advertising easier and faster, although responsibility for accurate and compliant communication will remain important.

Foreign Investors Allowed Greater Participation in Commodity Derivatives

SEBI approved expanding Foreign Portfolio Investor (FPI) participation in Exchange-Traded Commodity Derivatives (ETCDs). FPIs will be permitted to participate in specified non-agricultural index derivatives and non-cash-settled non-agricultural commodity derivative contracts. However, safeguards have been introduced to prevent FPIs from becoming subject to physical delivery obligations.

FPIs must exit applicable contracts before the Tender Period, which begins three days before expiry. They will also be prohibited from increasing positions from T-3. Appropriate agreements with trading members or trading-cum-clearing members will be required to manage open positions.

What it means: The decision may improve liquidity, encourage foreign participation and support the development of India's commodity derivatives market.

Stronger Regulations for Vault Managers

SEBI approved amendments to the SEBI (Vault Managers) Regulations, 2021, to improve the safety and management of bullion underlying financial instruments. Earlier, these regulations primarily covered gold supporting Electronic Gold Receipts. The revised regulations will expand their scope to bullion underlying specified ETFs and derivatives.

Increase in Net Worth Requirement

The minimum net worth requirement for vault managers will increase from Rs. 50 crore to Rs. 75 crore. The changes also strengthen requirements relating to storage, insurance, security, reconciliation, segregation of bullion and risk management. Vault managers will be required to appoint a Compliance Officer.

Additional operational requirements will be issued separately. What it means: Stronger financial and security requirements are expected to improve confidence in bullion-related investment products.

Depository Receipts on REIT and InvIT Units

SEBI approved allowing Depository Receipts (DRs) to be issued against units of Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs). The objective is to attract more foreign investment into India's real estate and infrastructure sectors.

Initially, these receipts are expected to be issued and listed through an International Financial Services Centre (IFSC) in India. Foreign investors, including Non-Resident Indians, will be eligible to invest. SEBI will issue detailed operational rules separately.

What it means: REITs and InvITs may gain new fundraising opportunities by reaching a wider international investor base.

Easier Rules for REITs and InvITs

SEBI approved several amendments to simplify decision-making and protect unitholder interests.

Change in Voting Requirements

For certain matters, the approval threshold will change from 75% of all outstanding units to 75% of the total votes cast. This will help REITs and InvITs make decisions even when some unitholders do not participate in voting.

Changes in Exit Offers

SEBI also clarified that dissenting unitholders will mean those who actually vote against a resolution. In applicable sponsor-change exit offers, all tendered units must be accepted. If minimum public unitholding falls below the prescribed threshold following an exit offer, it must be restored within one year. SEBI also approved recognising remote common infrastructure as real estate, providing greater investment flexibility.

What it means: These changes may simplify governance, support smoother sponsor changes and provide clearer exit rights for unitholders.

Relaxation in Mandatory Listing of Outstanding NCDs

SEBI approved amending Regulation 62A of the Listing Obligations and Disclosure Requirements Regulations, 2015. Under the earlier provision, companies listing Non-Convertible Debt Securities (NCDs) for the first time were required to list certain outstanding unlisted NCDs issued on or after 1 January 2024.

This requirement created additional documentation, compliance costs and operational difficulties. SEBI has now approved removing this obligation for the specified outstanding unlisted debt securities. The revised requirement will focus on prospective issuances.

What it means: Companies planning to enter the listed debt market may face fewer compliance difficulties and lower operational costs.

Changes in Securities Market Certification Requirements

SEBI approved amendments to the Certification of Associated Persons in the Securities Markets Regulations, 2007. The changes aim to make certification requirements easier and more flexible for securities market professionals. The reference date for certain age- and experience-based certification exemptions will shift from the notification date to the examination date or the date of obtaining Continuing Professional Education.

SEBI also approved recognising specified courses and programmes as meeting certification requirements. The regulations will be renamed the SEBI (Certification of Specified Persons in the Securities Markets) Regulations, 2007.

What it means: Market professionals may benefit from greater flexibility in meeting certification and eligibility requirements.

Better Investor Protection in Alternative Investment Funds

SEBI approved amendments to the Alternative Investment Funds Regulations, 2012, to strengthen investor protection. Under the existing provisions described by SEBI, managers or officers of trust-based AIFs cannot use fund assets to pay their personal losses, damages or expenses, including certain investor dispute costs.

SEBI has now approved extending this protection to all forms of AIFs, irrespective of their legal structure. This helps ensure that investor assets are not used to meet specified personal liabilities of fund managers.

What it means: Investors in different AIF structures will receive more consistent protection against inappropriate use of fund assets.

Simpler Accredited Investor Rules

SEBI approved important changes to simplify the Accredited Investor process and expand participation in eligible investment products. AIF managers, AMCs offering Specialized Investment Funds and registered portfolio managers will be permitted to accredit investors through an additional manager-led route. The existing Accreditation Agency route will continue.

New Eligibility Criteria

SEBI approved securities market exposure as an additional eligibility criterion.

Investor category

Minimum securities market exposure

Individuals, HUFs, family trusts and sole proprietorships

Rs.5 crore

Body corporates and other trusts

Rs. 20 crore

Persons Resident Outside India, including FPIs, will be deemed accredited investors. LLPs may also qualify where every partner is accredited. Accreditation under both routes will remain valid for three years. Manager-led accreditation will also be portable across AIF, SIF and PMS products within the same group, subject to safeguards.

What it means: Investors and investment managers may benefit from faster verification, fewer repeated procedures and wider investment opportunities.

SEBI Settlement Scheme, 2026 for Illiquid Stock Options

SEBI decided to introduce its fourth settlement scheme for certain non-genuine trades in illiquid stock options executed on BSE. The scheme covers eligible transactions carried out between 1 April 2014 and 30 September 2015, where related enforcement proceedings remain pending before specified authorities or forums.

The settlement amount depends on the number of contracts involved.

Number of contracts

Settlement amount

1–5

Rs.1,44,000

6–50

Rs.2,88,000

51 or more

Rs.7,20,000 + Rs.14,400 per contract

For example, an eligible case involving 51 contracts would attract a settlement amount of Rs. 14,54,400. SEBI stated that detailed application procedures would be communicated separately.

What it means: Eligible entities may receive an opportunity to resolve long-pending enforcement proceedings through a specified settlement process.

What Do These SEBI Changes Mean for Businesses?

The September 2026 SEBI Board decisions show a continuing effort to balance ease of doing business with investor protection. For financial intermediaries, the changes may reduce administrative responsibilities, simplify certain approvals and create new business opportunities.

Portfolio managers may gain greater investment flexibility, Research Analysts may benefit from relaxed record-maintenance requirements, and regulated entities may find advertisement-related procedures easier. At the same time, stronger rules for vault managers and AIFs aim to improve the protection of investors' assets.

However, businesses must remember that SEBI Board approval does not necessarily mean every change has already become legally effective. Relevant notifications, amendments and circulars must be reviewed before implementing new requirements. Organisations should identify which changes affect them, assess their internal policies and prepare the necessary compliance updates.

Conclusion

The SEBI Board meeting held on 24 September 2026 introduced 13 important decisions that could influence the future of India's securities market. From the proposed Portfolio Managers Regulations, 2026, and simpler settlement procedures to more flexible advertising rules and stronger investor safeguards, the decisions reflect SEBI's focus on improving market efficiency while maintaining regulatory accountability.

For businesses, investment professionals and investors, staying informed about these developments is important. Understanding the new requirements early can help organisations prepare for changes, manage compliance risks and identify new opportunities. Compliance Calendar LLP assists businesses and professionals with SEBI registration, regulatory documentation and ongoing compliance advisory services. With proper guidance and timely preparation, organisations can manage changing regulatory requirements more effectively.

Frequently Asked Questions (FAQs)

Q1. When was the 215th SEBI Board meeting held?

Ans. The 215th SEBI Board meeting was held in Mumbai on 24 September 2026. SEBI announced 13 major decisions relating to securities market regulation, compliance simplification and investor protection.

Q2. What are the major changes in the SEBI Portfolio Managers Regulations, 2026?

Ans. The approved proposals include additional investment opportunities, introduction of PRIM, Independent Fund Managers, relaxed dealing-room requirements and simpler regulatory provisions for portfolio managers.

Q3. What is the minimum investment under PRIM?

Ans. The approved minimum investment under PRIM is Rs. 25 lakh. Entities applying exclusively for PRIM registration will require a minimum net worth of Rs.2 crore, along with other applicable conditions.

Q4. What changes have been approved in SEBI settlement procedures?

Ans. SEBI approved increasing the settlement application period after a show cause notice to 90 days, introducing fast-track settlement routes and providing additional settlement opportunities in specified cases.

Q5. What is the new net worth requirement for vault managers?

Ans. SEBI approved increasing the minimum net worth requirement for vault managers from Rs.50 crore to Rs.75 crore, along with stronger security and compliance obligations.

Q6. What are the new Accredited Investor eligibility criteria?

Ans. The approved additional securities market exposure criteria are Rs.5 crore for individuals and specified similar entities, and Rs.20 crore for body corporates and other trusts.

Q7. Are the September 2026 SEBI decisions immediately applicable?

Ans. Not necessarily. Several decisions require formal notifications, regulatory amendments or implementing circulars. Businesses should verify the applicable commencement dates before making compliance changes.

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