Bangladesh Securities and Exchange Commission (Margin) Rules, 2025

Registered No. D A-1

Bangladesh Gazette
Extraordinary Issue
Published by Authority

Thursday, November 6, 2025

[ Notifications and notices issued by private persons and corporations in exchange for money. ]

Bangladesh Securities and Exchange Commission
Law Department
CMRR Department
Regulatory Section

Notification

Date: October 30, 2025

No. 53.02.0000.201.22.0043.01.95.272.157—Whereas, there are various risks in margin financing in the capital market, such as customer risk, institutional or margin financer risk, systematic risk, and conflict of interest, etc.;

And whereas, these risks affect margin financing and its management as well as the overall capital market system;

And whereas, it is necessary and appropriate to eliminate these capital market risks in margin financing, ensure proper margin financing management and good governance, and protect the interests of investors;

Therefore, under the powers conferred by Section 24 of the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), the Bangladesh Securities and Exchange Commission, after prior publication, hereby makes the following rules, namely:—

Chapter I
Preliminary

1. Short Title and Commencement—(1) These rules shall be called the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025;

(2) These rules shall apply to margin financing in listed equity securities by stock-brokers, merchant bankers, and portfolio managers;

(3) These rules shall come into force from the date of publication in the Government Gazette.

2. Definitions—(a) Unless the context or subject matter otherwise requires, in these rules—

(1) “Partial Sale” means the sale by the margin financer of the required number of securities from the said account for the purpose of a margin account at a particular time;

(2) “Equity” means the difference between portfolio value and margin financing;

(3) “Discretionary Account” means an account where a customer grants authority to a portfolio manager through a contract to manage their investment activities, and where joint investment and mutual profit-loss sharing opportunities exist according to the contract;

(4) “Non-discretionary Account” means an account where the customer manages their investment activities by their own will;

(5) “Cash Account” means an account operated by the customer's own funds;

(6) “Initial Margin” means the margin initially deposited by a customer in their margin account for the purpose of availing “margin financing”;

(7) “Portfolio Value” means the sum of cash and securities market value kept in a customer's margin account;

(8) “Portfolio Manager” means any portfolio manager registered under the Securities and Exchange Commission (Merchant Bankers and Portfolio Managers) Rules, 1996;

(9) “Merchant Banker” means any merchant banker registered under the Securities and Exchange Commission (Merchant Bankers and Portfolio Managers) Rules, 1996;

(10) “Margin” means the sum of the amount deposited by a customer in a margin account, the market value of margin financeable securities purchased with their own funds, transferred, or acquired by any other legal means;

(11) “Margin Financing” means the money provided by a margin financer for the purchase of securities in favor of the customer in the said account against the margin deposited by the customer in their margin account;

(12) “Margin Financer” means any stock-broker, portfolio manager, or merchant banker who provides margin financing to their customers under these rules; however, any asset management company shall not be considered a margin financer;

(13) “Margin Financeable Security” means the securities described in Rule 10, in which margin financing can be provided;

(14) “Margin Call” means any notice given by the margin financer to their customer for the purpose of maintaining the margin or minimum equity kept in the margin account;

(15) “Margin Account” means an account opened in the name of a customer in which the margin financer provides margin financing through proper margin agreements as per Rule 6;

(16) “Main Board” means the platform or system on which transactions of listed securities on the stock exchange usually take place; however, any specialized trading platform of the stock exchange such as Alternative Trading Board (ATB), Over-the-Counter (OTC), Small and Medium Enterprise (SME), etc., shall not be included;

(17) “Maintenance Margin” means the minimum percentage of the customer's equity or portfolio value on margin financing in a customer's margin account, which is required to be maintained according to sub-rule (1) of Rule 9;

(18) “Stock-Broker” means any stock-broker registered under the Securities and Exchange Commission (Stock Dealers, Stock Brokers and Approved Representatives) Rules, 2000;

(b) In these rules, any word or expression not defined herein shall be used in the sense in which it is used in the Securities and Exchange Ordinance, 1969 (XVII of 1969), Bank Companies Act, 1991 (Act No. 14 of 1991), Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), Financial Institutions Act, 1993 (Act No. 27 of 1993), Companies Act, 1994 (Act No. 18 of 1994), Depository Act, 1999 (Act No. 6 of 1999), and any rules or regulations made thereunder.

Chapter II
Margin and Margin Account Management, etc.

3. Margin Financer—(1) No “margin financer” shall provide any margin financing without complying with the Bangladesh Securities and Exchange Commission (Risk Based Capital Adequacy) Rules, 2019:

Provided that, the obligation to comply with the said rules for margin financing shall be relaxed for six (6) months after the publication of these rules in the Government Gazette;

(2) If a margin financer fails to comply with the rules in sub-rule (1), it shall not provide any new margin financing; and it shall fully stop its margin financing activities by adjusting all margin financing previously provided within the next six (6) months:

Provided that, subject to compliance with sub-rule (1), the said margin financer may provide margin financing again.

4. Separate Bank Account for Margin Financing—(1) The margin financer shall operate a separate bank account in its own name for providing margin financing to its customers:

Provided that, such an account shall not be opened in the name of any branch office or digital booth;

(2) The “margin financer” shall not directly provide any “margin financing” from any branch office or digital booth office;

(3) A margin financer shall not provide any margin financing from its consolidated customers’ account in any situation or manner.

5. Margin Account—(1) If a customer wishes to open a margin account, at the time of opening the account, if they have any margin account with any other margin financer, they shall submit a declaration to the margin financer mentioning the details thereof, such as: account number, name of the relevant margin financer (stock-broker or portfolio manager), amount of margin money taken, etc.:

Provided that, if a person provides false or incomplete information according to this sub-rule, it shall be considered fraud, and the Commission may take necessary action against him/her under the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993) and, where applicable, the Securities and Exchange Ordinance, 1969 (XVII of 1969);

(2) The margin financer may open a single margin account for a customer upon application:

Provided that, without a proper agreement as per Rule 6, no “margin financer” may open, operate, or provide margin financing for any customer's margin account;

(3) Subject to the conditions of sub-rule (1), the margin financer may convert the customer's existing single account (single cash account) into a margin account upon application:

Provided that, at any time during the contract period or otherwise, upon the customer's application, the “margin financer” may convert the said customer's single margin account into a single cash account after properly adjusting the margin financing;

(4) The margin financer shall not provide margin financing in any manner or situation in any cash account of any customer, whether operated singly or jointly;

(5) A margin financer shall not provide margin financing in any situation or manner in a discretionary account;

(6) No director of a margin financer, or any employee or staff member thereof, or any member of their family, or any director of the entrepreneur's establishment of the margin financer, may open or operate a margin account in the relevant margin financer's establishment, nor shall the “margin financer” provide margin financing to them in any manner;

Explanation—Family means—husband or wife, father, mother, son, daughter, or any person legally dependent on the relevant person;

(7) A margin financer shall not provide margin financing in any of its own dealer accounts or own portfolio accounts, however named, nor purchase securities through margin financing in such own accounts.

6. Margin Agreement—(1) No margin account shall be opened, operated, or margin financing provided without a proper margin agreement concluded between the margin financer and the customer according to the stipulated terms;

(2) The margin agreement shall be prepared in simple, understandable, and fluent Bangla language, following normal font size and paragraph. It must avoid ambiguity, indecipherable words, or difficult writing styles;

(3) For the convenience of the customer, the margin agreement concluded according to the provisions of sub-rules (1) and (2) may be concluded in Bangla as well as English; however, in this case, if any conflicting meaning or subject arises, the Bangla language shall prevail;

(4) In the margin agreement concluded under sub-rule (1), among other matters and terms, the matters and terms described in “Schedule-C” of these rules must be mentioned compulsorily;

(5) The term of the margin agreement shall be one (1) year, which may be renewed with the consent of both parties:

Provided that, the “margin financer” shall not renew any contract without properly reviewing whether the terms of the previously concluded contract and these rules have been properly complied with;

(6) If a margin account is not renewed at the end of the margin agreement term, the “margin financer” shall adjust the relevant margin account and close it within thirty (30) days;

(7) No margin financer shall directly or indirectly guarantee predetermined income to any customer;

(8) The margin financer shall not provide margin financing without properly reviewing the relevant customer's identity information, KYC (know your customer) profile creation, and risk assessment and analysis related to margin financing;

(9) Considering financial capacity and security, no student, housewife, or retired person shall be provided margin financing:

Provided that, if there are high net-worth individuals (HNI) among housewives or retired persons, the margin financer may provide margin financing to them by following its own policy.

7. Margin Preservation and Margin Financing—(1) Before providing margin financing in any customer's margin account, the margin financer shall ensure that the required initial margin or maintenance margin is maintained against it;

(2) The margin financer shall not consider any cheque, pay-order, or bank draft as “margin” without ensuring its cashing, nor shall it provide margin financing or purchase securities against or through it:

Provided that, if the cheque, pay-order, or bank draft taken by the margin financer cannot be cashed on the day of receipt, it must be ensured to be cashed within the next working day;

(3) If the cheque, pay-order, or bank draft cannot be cashed for any reason according to the condition of sub-rule (2), the margin financer shall immediately “compulsorily sell” all securities purchased against the said cheque, pay-order, or bank draft, or the required number of securities from another account to adjust the account, without giving any notice to the customer:

Provided that, in this case, the profit or loss earned shall remain on the margin financer;

(4) Margin financing funds shall not be transferred or withdrawn in cash for any purpose other than purchasing margin financeable securities;

(5) A margin financer shall not provide margin financing in any situation or manner in any margin account in an amount greater than the customer's equity (i.e., customer's equity to margin financing ratio greater than 1:1):

Provided that, if at any time the overall market P/E ratio of equity securities on the main board of any stock exchange exceeds twenty (20), the customer's equity to margin financing ratio in margin financing shall not exceed 1:0.5:

Further provided that, if the overall market P/E ratio reaches twenty (20), a warning shall be issued immediately on its website;

(6) The margin financer shall determine the customer's equity to margin financing ratio in the margin account as follows:

(a) If the customer's portfolio value is less than ten (10) lakh Taka, the customer's equity to margin financing ratio shall not exceed 1:0.5;

(b) If the customer's portfolio value is ten (10) lakh Taka or more, the customer's equity to margin financing ratio shall not exceed 1:1;

(c) For the purchase of shares of any listed life insurance company, the customer's equity to margin financing ratio shall not exceed 1:0.25;

(7) Notwithstanding anything contained in clause (c) of sub-rule (6), if a listed life insurance company does not have an updated actuarial valuation, margin financing shall not be provided for the purchase of its shares under any circumstances:

Provided that, such information of life insurance companies shall be published regularly on the website of the stock exchange;

(8) Margin financing shall not be re-provided at any time after margin financing based on the increase in security or portfolio value or unrealized gain in a customer's margin account:

Provided that, margin financing may be re-provided after adjusting the provided margin financing or based on the realized gain from selling all or the required number of securities kept in the customer's portfolio;

(9) A margin financer shall not provide margin financing exceeding three (3) times its actual core capital or net worth:

Provided that, if a margin financer has provided margin financing exceeding the limit given in this sub-rule before the publication of these rules in the Government Gazette, it shall adjust its margin financing within the next six (6) months so that this sub-rule (9) is properly complied with.

8. Own Policy of Margin Financer—(1) The margin financer shall formulate and follow its own conservative policy regarding margin preservation, financing, and maintenance, mentioning the following risks and levels, with the approval of its board of directors, within six (6) months of the publication of these rules in the Government Gazette:

(a) Enterprise risk;
(b) Credit risk;
(c) Market risk;
(d) Systematic risk: risks that affect the entire financial system; and (e) Conflict of interest; etc.

(2) The margin financer may include the following matters in its policy in a conservative manner and implement them in its own establishment, namely:

(a) Determining and implementing the rate of margin money receipt or margin financing ratio for a customer considering financial capacity and customer type as described in Rule 7; (b) Formulating and implementing policy regarding margin calls and minimum margin preservation to maintain the ratio of margin calls and equity as described in Rule 9; (c) Formulating and implementing policy regarding the list of margin financeable securities from securities as described in Rule 10; (d) Implementing any additional conditions beyond the mandatory rules or terms for margin financing as described in Rule 11; (e) Implementing any additional conditions beyond the mandatory rules or terms as described in Rule 12; (f) Determining and implementing the single client exposure limit as described in Rule 16; (g) Determining and implementing the single security exposure limit as described in Rule 17; etc.

(3) A risk management committee with at least two members shall be formed to comply, apply, implement, and monitor these rules or the margin financer's own policy:

Provided that, such a risk management committee shall not be formed without including at least one member of the margin financer's board of directors;

Further provided that, no director of the entrepreneur's establishment of the relevant margin financer, or any member of its nominated board of directors, or any representative, if any, shall be included in the risk management committee in any manner;

Further provided that, the said risk management committee shall hold at least four (4) meetings per year;

(4) The customer shall be clearly informed about such policy;

(5) In formulating its conservative policy, the margin financer shall not formulate or impose any provision or term of these rules in a relaxed manner; if any policy or term is formulated or imposed in a relaxed manner, these rules shall prevail.

Explanation—Conservative policy means imposing or applying any provision or term of these rules more strictly in the margin financer's own policy.

9. Margin Call and Compulsory Sale—(1) The customer's equity in the margin account shall not be less than seventy-five percent (75%) of the margin financing as “maintenance margin” at all times, or their portfolio value shall not be less than seventy-five percent (75%) of the margin financing;

(2) If for any reason or at any time the customer's “equity” or “portfolio value” falls below the percentage described in sub-rule (1), the “margin financer” shall immediately make a margin call to the relevant customer to adjust it:

Provided that, such margin call shall be given in writing or through email and SMS (SMS) or WhatsApp message to the registered email address and mobile number of the relevant customer respectively;

(3) If the customer fails or refuses to deposit the required margin according to sub-rule (1) or fails or refuses to raise or maintain their equity to seventy-five percent (75%) of the margin financing or their portfolio value to seventy-five percent (75%) of the margin financing three (3) trading days after the margin call according to sub-rule (2), the margin financer shall not allow the relevant customer to make any new transaction:

Provided that, to raise or adjust the customer's equity to seventy-five percent (75%) of the margin financing or their portfolio value to seventy-five percent (75%) of the margin financing, the “margin financer” may sell the required number of securities in the said account;

(4) If the customer's equity falls below fifty percent (50%) of the margin financing or their portfolio value falls below fifty percent (50%) of the margin financing or less, the “margin financer” shall compulsorily sell the required number of securities kept in the said account to adjust the customer's account without giving any notice to the customer;

(5) If the “margin financer” neglects to adjust any margin account by compulsory sale according to sub-rule (4), the arising liability shall remain on the margin financer.

10. Margin Financeable Security—(1) The margin financer shall not provide margin financing in any security other than 'A' and 'B' category shares listed on the main board of the stock exchange:

Provided that, if a 'B' category company does not distribute a minimum 5% dividend, margin financing shall not be provided for the purchase of any 'B' category share:

Further provided that, if any margin-financed 'A' and 'B' category share is subsequently converted to 'Z' category, or if any 'B' category company does not provide a minimum annual 5% dividend, the margin financer shall immediately notify the relevant customer and compulsorily sell the said shares within the next sixty (60) trading days to adjust it;

(2) Notwithstanding anything contained in sub-rule (1), margin financing shall not be provided in any security listed on the SME, ATB, or OTC platform or board of the stock exchange;

(3) If any security kept in an existing margin account becomes a non-marginable security due to the coming into force of these rules, the margin financer shall immediately notify the relevant customer and compulsorily sell the said security within the next six (6) months to adjust the said account:

Explanation—“Existing margin account” in this sub-rule means any margin account before the publication of these rules in the Government Gazette.

11. Prohibitions in Margin Financing—No “margin financer” shall provide any margin financing without compulsorily complying with the following prohibitions or terms, namely:

(1) If there is no minimum investment of five (5) lakh Taka for one (1) year immediately preceding the day of margin financing in the securities listed in the capital market in a customer's account, margin shall not be made in the said account:

Provided that, after margin financing, no security other than margin financeable securities shall be kept in the margin account;

(2) Subject to compliance with sub-rule (1), if a minimum of five (5) lakh Taka or equivalent margin is not kept in the said account or portfolio on the day of margin financing, margin financing shall not be made in the said account in any manner:

Provided that, if the portfolio value or investment in the margin account of an existing customer is less than five (5) lakh Taka, the portfolio of the said margin account shall be raised to five (5) lakh Taka within one (1) year of the publication of these rules in the Government Gazette, otherwise the margin financer shall adjust the margin account of the said customer and close it;

Explanation—“Existing customer” means any customer who had a margin account before the publication of these rules in the Government Gazette.

(3) If the free float market capitalization of the security considered for margin financing is not at least fifty (50) crore Taka, no margin financing shall be provided in it:

Provided that, if for any reason the free float market capitalization of any margin-financed security falls below fifty (50) crore Taka subsequently, the margin financer shall immediately notify the relevant customer and compulsorily sell the said security within the next sixty (60) trading days to adjust it:

Further provided that, the free float market capitalization of margin financeable securities shall be published regularly on the website of the stock exchange;

(4) If the trailing P/E (price earning ratio) ratio of the security considered for margin financing exceeds thirty (30), no margin financing shall be provided in it:

Provided that, the margin financeable security shall be selected based on the lower of the P/E ratio of the said considered security or thirty (30) or double the sectoral median P/E ratio;

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(5) In determining the trailing price-earnings ratio for the purpose of margin financing, the following method shall be adopted:

Trailing P/E ratio = Closing price of the security on the last trading day / Sum of Earnings Per Share (EPS) for the last consecutive 04 (four) quarters:

Provided that, for the convenience of determining securities eligible for margin financing, the Stock Exchange shall regularly publish the Price-Earnings Ratio (P/E Ratio) on its website:

Further provided that, in determining the Price-Earnings Ratio (P/E Ratio) or sectoral P/E ratio of the relevant security, negative EPS (Earning Per Share) shall in no case be considered;

(6) If an audited financial statement of an issuer company contains a qualified opinion in the auditors’ report mentioning a going concern threat to the existence of the relevant company or business, no margin financing shall be provided for the purchase of such security or shares of the issuer company:

Provided that, if such risk is mentioned in the auditors’ report, the Stock Exchange shall regularly publish it on its website;

(7) If the business operations of a security issuer company are completely suspended, no margin financing shall be provided for the purchase of such security or shares of the issuer company:

Provided that, if there is any information regarding the suspension of a company's business operations, the Stock Exchange shall regularly publish it on its website;

(8) No margin financing shall be provided for any security listed by a Stock Exchange that is categorized as ‘N’, ‘Z’, or ‘G’;

(9) No margin financing shall be provided for any security that is not listed or is unlisted on a Stock Exchange;

(10) No margin financing shall be provided for any listed or unlisted security issued by the margin financier or its promoter institution:

Provided that, this restriction shall not apply in the case of purchasing such security using the client's own funds or deposited funds;

(11) No margin financing shall be provided in favor of any margin account holder for participating in any public offer or rights issue;

(12) Under no circumstances shall margin financing be provided to any director of a listed company for the purchase of any shares of their own company; and

(13) Under no circumstances shall margin financing be provided by depositing any shares or securities as margin that are locked-in, liened, blocked, or held by directors of any listed company.

12. Other Prohibitions (other prohibitions)—No margin financing shall be provided without strictly complying with the following prohibitions or conditions, namely:

(1) No person shall accept margin financing to purchase any shares of a listed company for the purpose of taking over or acquiring a significant number of shares of such company;

(2) No person shall accept margin financing to purchase any shares of a listed company for the purpose of becoming a director of such company;

(3) No person shall become a director of any listed company using any shares purchased through margin financing as margin;

(4) No person shall accept margin financing by placing a lien or pledge on or depositing as margin shares held as directors’ shares or locked-in shares of a listed company;

(5) No person shall accept any loan or advance from any other person, bank, or financial institution by placing a lien or pledge on any securities kept as margin.

13. Factors to be considered (factors to be considered)—In providing margin financing in favor of a client, a margin financier shall consider, among other matters, the following factors, namely:

(a) Investment security;
(b) Fundamentals and basic aspects of the security; (c) Liquidity and salability of the security; (d) Client's reasonable and regular income; (e) Capital appreciation; (f) Risk factors; (g) Impact of taxation; (h) Price trend of the security; etc.

14. Research team (research team)—(1) A margin financier shall form and maintain a research team consisting of at least two members to avoid client risk and its own institutional risk regarding margin financing;

(2) No person shall be appointed as a member of the research team without a graduate degree in accounting, finance, business administration, statistics, economics, mathematics, or computer science, or a professional degree in accounting, finance, or capital markets; and no person shall be appointed as the head of the research team without such educational qualification and at least 3 (three) years of experience in the capital markets;

(3) The research team shall perform its functions independently and impartially.

15. Margin financing (margin financing)—(1) A margin financier may determine client-based margin financing limits at its own discretion; however, such limits shall in no case exceed the limits specified in Rule 7, sub-rules (5) and (6);

(2) A margin financier shall collect the prescribed interest or profit and other charges, if any, in cash (in cash) or by selling the required number of securities on a quarterly basis against the margin financing. Such rules and policies shall be clearly communicated to the client from time to time;

(3) Collectible or outstanding interest, profit, or other charges under sub-rule (2) shall not be considered as margin financing (capitalized);

(4) Any loss or liability arising from not selling as required under Rule 7, sub-rule (4) shall not be considered as margin financing, and shall in no case be collected or adjusted from the client;

(5) A margin financier may introduce an Islamic Shariah-based margin financing method with the prior approval of the Commission.

16. Determination of portfolio value or market value of securities—A margin financier shall determine the portfolio value based on the closing market value (closing price) of the securities held in the client's portfolio at the end of the trading day, for the purpose of margin calls, margin account adjustments, or determining the client's equity.

17. Single client exposure limit (single client exposure limit)—No ‘margin financier’ shall provide margin financing to any single client exceeding 15% of its core capital or net worth, or 10 (ten) crore Taka, whichever is less:

Provided that, existing single client margin financing shall be adjusted in accordance with these rules within 1 (one) year from the publication of these rules in the Government Gazette.

Explanation—“Existing client or single client” means any client who was a margin account holder prior to the publication of these rules in the Government Gazette.

18. Single security exposure limit (single security exposure limit)—No margin financier shall provide margin financing to any single security exceeding 15% of its total outstanding margin financing:

Provided that, existing single security margin financing shall be adjusted in accordance with these rules within 1 (one) year from the publication of these rules in the Government Gazette.

Explanation—In this context, “existing security” means any security kept as margin prior to the publication of these rules in the Government Gazette.

19. Custodian of security (custodian of security)—(1) A margin financier shall act as the custodian of the securities and funds kept by its clients as margin;

(2) A margin financier shall keep the ‘funds’ deposited by the client in the client's account (client account) and the ‘securities’ purchased or transferred in the client's BO (beneficial owner) account;

(3) A margin financier shall not place a lien or pledge on any securities of any of its clients for the purchase by the client or for any other purpose, nor use the client's securities or funds;

(4) A margin financier shall not merge its own investments, dealer accounts, or own portfolio accounts, however named, with the client's investments;

(5) A margin financier shall maintain all transactions related to its client accounts, dealer accounts, or own portfolio accounts, however named, separately;

(6) A margin financier shall keep the funds, securities, and information of its clients separately on a client-wise basis;

(7) Transactions described in sub-rules (3) and (6) shall be transparently, effectively, and operationally stored in an un-editable back-office system on a transaction-wise basis:

Provided that, such information, data, and records stored in the un-editable back-office system must be ensured with maximum security along with proper back-up.

Chapter Three
Submission of Information, Inspection, Account Closure, Provisioning, Complaints, etc.

20. Submission (submission)—(1) A ‘margin financier’ shall upload or submit information regarding margin loans online (online system) to the Commission or Stock Exchange as per their requirements and timeframes. The Commission or Stock Exchange shall analyze such information and take necessary measures;

(2) Before the online system is launched under sub-rule (1), if a ‘margin financier’ is a stock-broker or any stock-broker, it shall submit information regarding margin loans to the relevant Stock Exchange as per the method, time, and requirements determined by the Commission or Stock Exchange. The Stock Exchange shall analyze such information and data and submit it to the Commission in summary form;

(3) Before the online system is launched under sub-rule (1), if a ‘margin financier’ is a merchant banker or portfolio manager, it shall submit information regarding margin loans to the Commission as per the method, time, and requirements determined by the Commission;

(4) A margin financier shall submit information regarding margin loans for its top 20 (twenty) clients on a quarterly basis, within 10 (ten) working days of the end of the relevant quarter, to the relevant Stock Exchange if it is a stock-broker, and to the Commission if it is a merchant banker or portfolio manager, as per the method determined by the Commission or Stock Exchange.

21. Inspection (inspection)—(1) To ensure proper compliance with these rules, the relevant Stock Exchange shall inspect each of its margin financiers (stock-brokers) at least once a year;

(2) For the purpose of sub-rule (1), the Stock Exchange may appoint any of its officers as an inspector by written order;

(3) To ensure proper compliance with these rules, the Commission may appoint any of its officers, suitable persons, or institutions as inspectors by written order;

(4) The relevant margin financier or its directors, officers, auditors, or any authorized person shall be obliged to provide information, documents, data, or explanations and cooperate reasonably as required by the inspection officer under these rules;

(5) The inspection report, including the preparation of the report, shall be submitted to the Commission within 15 (fifteen) working days of the completion of the inspection by the inspection team or inspection officer under these rules.

22. Closure of accounts (closure of accounts)—(1) Within 15 (fifteen) working days of receiving notice from the client, a ‘margin financier’ shall close the relevant client's account by settling all outstanding dues and liabilities, and return the client's entitled funds and securities, if any;

(2) If any client receives funds or securities through dividends, rights, or bonus issues or any other manner after the account closure, the margin financier shall keep such amounts in a suspense account for payment to the relevant client and return them to the client as soon as possible.

23. Provisioning (provisioning)—(1) As a precautionary measure, a margin financier shall maintain a general provision at the rate of 1% of its total outstanding amount at the end of each accounting year;

(2) Furthermore, a margin financier shall properly maintain provisions as applicable or required by its accounting policies or reporting standards (IFRS) at the end of each accounting year.

24. Complaints and remedies (complaints and remedies)—(1) If aggrieved by any decision, policy, or matter regarding margin financing of a margin financier, the aggrieved margin account holder may submit a complaint in writing or via e-mail to the relevant margin financier;

(2) Upon receiving such a complaint, a margin financier shall record it in its register, provide a remedy within 15 (fifteen) working days, and inform the complainant in writing or via e-mail;

(3) If not satisfied with the measures taken under sub-rule (2), the complainant (client) may submit a complaint in writing or online (online system) to the relevant Stock Exchange (if the margin financier is a stock-broker) or to the Commission;

(4) Upon receiving such a complaint, the Stock Exchange or Commission shall take necessary measures and inform the complainant in writing or via e-mail;

(5) If not satisfied with the measures taken under sub-rule (4), the complainant may file an appeal to the Commission in writing or online (online system); in this case, the Commission's decision shall be considered final.

25. Penalty—If any provision of these rules is violated, it shall be punishable under the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993) and, where applicable, the Securities and Exchange Ordinance, 1969 (XVII of 1969).

26. Repeal and savings (repeal and savings)—(1) Subject to the repeal of Margin Rules, 1999 by Notification No. 53.02.0000.201.22.0043.01.94.272.156, dated 30 October 2025:

(a) Any action taken or performed, any measure adopted, any application, petition, or appeal filed, any record or document kept, any investigation conducted, any investigation report submitted, or any order, directive, or notice issued under the Margin Rules, 1999, shall remain valid as if it were done, adopted, provided, filed, deposited, kept, conducted, submitted, issued, or performed under the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025; and

(b) Any case, trial, or legal proceeding prior to the enforcement of the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025 shall be conducted and remain valid under the Margin Rules, 1999 as if Rule 36 of the Securities and Exchange Commission (Merchant Banker and Portfolio Manager) Rules, 1996 had not been repealed and the 2025 rules had not been formulated;

(2) Rule 36 of the Securities and Exchange Commission (Merchant Banker and Portfolio Manager) Rules, 1996 is hereby repealed:

(a) Despite such repeal, any action taken or performed, any measure adopted, any application, petition, or appeal filed, any record or document kept, any investigation conducted, any investigation report submitted, or any order, directive, or notice issued under Rule 36 of the Securities and Exchange Commission (Merchant Banker and Portfolio Manager) Rules, 1996, shall remain valid as if it were done, adopted, provided, filed, deposited, kept, conducted, submitted, issued, or performed under the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025; and

(b) Any case, trial, or legal proceeding prior to the enforcement of the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025 under Rule 36 of the Securities and Exchange Commission (Merchant Banker and Portfolio Manager) Rules, 1996 shall be conducted and remain valid as if Rule 36 of the Securities and Exchange Commission (Merchant Banker and Portfolio Manager) Rules, 1996 had not been repealed and the 2025 rules had not been formulated;

Schedule-A [Rule 6]
‘Margin Agreement’ concluded between the Margin Financier and Client in operating a Margin Account

1. Agreement number, date, and place of conclusion:

2. The ‘margin financier’ shall be referred to as the ‘first party’ to the agreement, and the ‘client’ accepting ‘margin financing’ shall be referred to as the ‘second party’ to the agreement;

3. Identification of the parties mentioned in the agreement:

(a) Identification of the ‘margin financier’, namely:- Name--, Registration Number--, Head Office Address--, Phone Number--, E-mail--, etc.; and

(b) Identification of the ‘client’ accepting ‘margin financing’, namely:- Name--, Account Number--, BO Account Number--, Address--, Mobile Phone Number--, E-mail--, etc.

4. We hereby declare that this ‘margin agreement’ (margin agreement) concluded in accordance with the “Bangladesh Securities and Exchange Commission (Margin) Rules, 2025”, hereinafter referred to as the ‘Rules’, shall be strictly adhered to by both parties. The term of the agreement shall be 01 (one) year from this date, which may be renewed with the consent of both parties. If either party wishes to cancel the agreement for any reason, it may be cancelled with 15 (fifteen) working days' notice:

Provided that, such an agreement may not be cancelled without properly settling the relevant margin account.

5. We, both parties, further declare that we shall adhere to the following conditions or matters, as applicable; and according to these ‘Rules’ and the agreement, we shall acquire, assume, and fulfill the following rights, obligations, and responsibilities:

(a) ‘Margin financing’ shall not be used, transferred, or withdrawn in cash (cash) for any purpose other than purchasing margin-financable securities;

(b) The ‘margin’ or its portfolio value (portfolio value) kept as margin shall be maintained such that it does not fall below 75 percent (75%) of the margin financing;

(c) The ‘first party’ shall make margin calls and mandatory sales as per Rule 9;

(d) If for any reason the portfolio value (portfolio value) of the margin account falls below 75 percent (75%) of the margin financing, the ‘first party’ shall mandatorily sell the required number of securities held therein without any notice to adjust it;

(e) At the expiration of the margin agreement, if either party does not agree to renew it, the relevant margin account shall be settled as per the rules;

(f) If the client has any other margin account in the client's name as per Rule 5, sub-rule (1), the details of such account or accounts shall be submitted to the first party by the client or second party through a declaration;

(g) The ‘first party’ shall collect interest or profit at the rate of ------ percent, a one-time charge of ------- Taka, if any, and collectable outstanding interest, profit, or charges, if any, from the second party against margin financing every three months:

Provided that, except for the annual BO account maintenance fee, commission, and the interest or profit, charges, or outstanding amounts mentioned in clause (g) of Article 5 of this agreement, no other money or charges, however named, shall be collected from the client in any manner;

Further provided that, the total profit or interest (cumulative interest charged) and accrued interest or interest (accrued interest for the quarter) charged by the margin financier shall be mentioned in a table (table) at the end of the margin client's portfolio statement;

6. This agreement shall be considered to have been concluded under the prevailing “Contract Act” and “Rules” of Bangladesh. If any term of this agreement is violated, it shall be considered a violation of the Rules and Contract Act;

7. If any term of this ‘agreement’ or any provision of the ‘Rules’ is violated, the violator, whether the relevant client, margin financier, any of its directors, or any officer, however named, shall be punished under Rule 25;

8. If any term or matter of this agreement conflicts with the ‘Rules’, the ‘Rules’ shall prevail;

9. This agreement is executed in two copies, which both parties shall keep properly; and

10. ‘Both parties’ have signed this ‘agreement’ and ‘Rules’ after reading and understanding them very carefully, realizing the underlying meaning, voluntarily, and without being induced by anyone.

Signature of First Party:
Name:
Designation:
Signature and Date:
Seal:

Signature of Second Party (Client):
Name:
Signature and Date:

Signatures and Dates of Two Witnesses, Name, Address, Mobile Number, etc.: ----------

By Order of the Bangladesh Securities and Exchange Commission

Khandakar Rasel Maksud
Chairman.

Mohammad Abu Yusuf, Deputy Director (Under Secretary), printed by Bangladesh Government Printing Office, Tejgaon, Dhaka.
Md. Nazrul Islam, Deputy Director (Under Secretary), published by Bangladesh Forms and Publications Office, Tejgaon, Dhaka. website: www.bgpress.gov.bd