Introduction
The Securities and Exchange Board of India (SEBI) has notified two separate sets of Second Amendment Regulations for 2026, both dated 10th July 2026. The first amends the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, streamlining provisions relating to transfer and transmission of securities. The second amends the SEBI (Alternative Investment Funds) Regulations, 2012, introducing changes to scheme launch fees, documentation timelines, and merchant banker obligations. This article summarises both notifications and their implications for listed entities, AIF Managers, and market intermediaries.
Part I: SEBI (LODR) (Second Amendment) Regulations, 2026
Notification No.: SEBI/LAD-NRO/GN/2026/312 Date of Notification: 10th July 2026 Effective From: Date of publication in the Official Gazette
Background
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were published on 2nd September 2015 and were last amended on 22nd January 2026. This Second Amendment for 2026 focuses specifically on the procedural framework governing transfer and transmission of securities by listed entities.
Key Amendments
| Provision | Earlier Position | Amended Position |
|---|---|---|
| Regulation 40(7) | Listed entity required to comply with requirements specified under Regulation 40, including procedural requirements specified in Schedule VII | Listed entity shall comply with all procedural requirements with respect to transfer and transmission of securities as specified by the Board from time to time |
| Regulation 61(4) | Reference to requirements "specified in Schedule VII" | Reference substituted with "as specified by the Board from time to time" |
| Schedule VII | Clause (C) formed part of the Schedule | Clause (C) omitted |
Analysis
The amendment effectively delinks the detailed procedural requirements for transfer and transmission of securities from the static text of Schedule VII, and vests SEBI with the flexibility to prescribe or revise such procedures separately — most likely through circulars issued from time to time. This is consistent with SEBI's broader regulatory approach of keeping principal regulations static while allowing operational detail to be governed through subordinate instruments.
Listed entities and their compliance teams should review internal SOPs, RTA agreements, and investor service manuals that currently reference Schedule VII, as the specific clause structure being relied upon may no longer be valid post-amendment.
Part II: SEBI (Alternative Investment Funds) (Second Amendment) Regulations, 2026
Notification No.: SEBI/LAD-NRO/GN/2026/313 Date of Notification: 10th July 2026 Effective From: Date of publication in the Official Gazette
Background
The SEBI (Alternative Investment Funds) Regulations, 2012 were published on 21st May 2012 and were last amended earlier in 2026. This Second Amendment introduces changes to scheme fee payment, filing timelines, Board comment compliance, and merchant banker involvement under Regulations 12 and 19D.
Key Amendments
| Provision | Amendment |
|---|---|
| Regulation 12(1) | Scheme fees to be paid along with fees specified in the Second Schedule; new proviso inserted exempting the first scheme launched by an AIF from scheme fee payment |
| Regulation 12(2) | Filing timeline reduced from thirty days to ten working days; reference to Second Schedule fees replaced with "documents specified by the Board"; earlier proviso omitted |
| Regulation 12(3) | Substituted — Board may communicate comments, if any, to the merchant banker or Manager after filing of specified documents |
| Regulation 12(3A) (new) | Inserted — merchant banker or Manager shall ensure compliance with Board comments issued under sub-regulation (3) |
| Proviso after Regulation 12(3) | Exemption scope widened from sub-regulation (3) alone (for large value funds for accredited investors) to cover sub-regulations (3) and (3A) for Accredited Investors only funds |
| Regulation 19D(4) | Reference to "through a merchant banker" omitted |
| Regulation 19D(5) | Omitted in entirety |
Analysis
The amendment reduces the scheme documentation and filing timeline from thirty days to ten working days, tightening the compliance window for AIF Managers. The exemption for first-time scheme launches from scheme fee payment offers relief for AIFs at the point of registration. Simultaneously, the insertion of Regulation 12(3A) creates an affirmative compliance obligation on merchant bankers and Managers to act upon Board comments, rather than treating such comments as advisory in nature.
The omission of merchant banker involvement under Regulation 19D(4) and the removal of Regulation 19D(5) suggest a reduction in mandatory merchant banker intermediation for certain filings, which may streamline processes for AIF Managers going forward.
Conclusion
Both amendments, notified on the same date, reflect SEBI's continuing shift toward principle-based regulation with operational flexibility retained through Board-specified procedures and timelines. Listed entities should revisit their transfer and transmission SOPs in light of the LODR amendment, while AIF Managers, sponsors, and merchant bankers should recalibrate scheme filing timelines and compliance workflows to align with the revised AIF framework.
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