Securities and Exchange Board of India (Mutual Funds) Regulations, 2026

291 GI/2026 (1) REGD. No. D. L.-33004/99 xxxGIDHxxx xxxGIDExxx EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY Securities and Exchange Board of India Mumbai, January 14, 2026 Securities and Exchange Board of India (Mutual Funds) Regulations, 2026 No. SEBI/HO/AD-1/AR-1/CFD/2026/294.—In exercise of the powers conferred by Section 30 read with sub-section (2) of clause (g) of Section 11 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India (SEBI) hereby makes the following regulations:

No. 45] NEW DELHI, WEDNESDAY, JANUARY 14, 2026/PAUSHA 24, 1947 CG-MH-E-15012026-269372

2 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]

Chapter - I Preliminary

1. Short title and commencement (1) These regulations may be called the Securities and Exchange Board of India (Mutual Funds) Regulations, 2026. (2) These regulations shall come into force on the 1st day of April, 2026.

2. Definitions (1) In these regulations, unless the context otherwise requires:— (a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) “Alternative Investment Fund” means the same as defined in clause (cc) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India [Alternative Investment Funds] Regulations, 2012 [SEBI (Alternative Investment Funds) Regulations, 2012]; (c) “Circular” includes any information issued by or on behalf of an Asset Management Company (AMC) or Mutual Fund on the basis of which a decision to invest or not to invest is taken; (d) “Associate” includes,— (i) any person who directly or indirectly, or both, either alone or acting together with one or more other persons, controls the AMC, Trustee or Sponsor; (ii) any person over whom the AMC, Trustee or Sponsor directly or indirectly, whether by itself or together with other persons, exercises control; (iii) any company whose director [excluding Independent Director] or officer or employee is also a director or officer or employee of the AMC; or (iv) the Pool Investment Vehicle (a vehicle that pools money from different investors and then invests it) [which includes Private Equity Funds] performing the role of Sponsor of the Mutual Fund, in relation to its functions: k. the Associate or Group company of the Manager (Administrator) of the Pool Investment Vehicle; l. the Investment Company (the company in which investment is made) which holds more than twenty percent of the shares in schemes or funds managed by the Manager of the Pool Investment Vehicle; or m. the Investment Company which holds more than twenty percent of the shares in the Pool Investment Vehicle or whose Board has a representative of the Pool Investment Vehicle or the Corporate Sponsor or has the right to appoint directors in its Board: Provided that the above definition of Associate shall not apply to the case of Sponsored Sponsors who invest in companies on behalf of beneficiaries of insurance policies or other schemes notified by the Board; (e) “Asset Management Company (AMC)” means a company formed under the Companies Act, 1956 (1 of 1956) or the Companies Act, 2013 (18 of 2013) and approved by the Board under regulation 18; (f) “Broad Based Fund” means a fund in which there are at least twenty investors and no single investor holds more than twenty-five percent of the corpus of the fund; (g) “Broker” means the same as defined in the Securities and Exchange Board of India (Stock Brokers) Regulations, 2026; (h) “Closed-Ended Scheme” (Scheme with limited life) means a Mutual Fund scheme in which the maturity date of the scheme is fixed in advance; (i) “Control” means,— (i) in the case of a company, any person who holds, either alone or acting together with persons acting in concert, directly or indirectly, shares carrying at least ten percent of voting rights in such company or who has control over such shares or who holds such shares; or (ii) in the case of two companies, if the same person or persons acting in concert directly or indirectly holds shares carrying at least ten percent of voting rights in each of the two companies or has control over such shares or holds such shares; or (iii) such majority of directors of any company who are in a position to exercise control over the AMC; (j) “Corporate Debt Market Development Fund” means the same as defined in clause (ck) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India [Alternative Investment Funds] Regulations, 2012 [SEBI (Alternative Investment Funds) Regulations, 2012]; (k) “Custodian” means any person who has been granted a Certificate of Registration by the Securities and Exchange Board of India (Custodians of Securities) Regulations, 1996 [SEBI (Custodians) Regulations, 1996] to act as a Custodian of Securities; (l) “Depository” means the same as defined in the Depositories Act, 1996 (22 of 1996) [Depositories Act, 1996]; (m) “Economic Offence” means any offence specified as a scheduled offence under the Prevention of Money Laundering Act, 2002 (21 of 2002) [Foreign Exchange Offences Act, 2018] (Note: Text says 2018 Act 17, likely referring to PMLA or similar, translated faithfully as per text): any offence which is a scheduled offence under the Fugitive Economic Offenders Act, 2018 (17 of 2018); (n) “Index Oriented Scheme” (Scheme investing predominantly in index) means the scheme, excluding Index Fund Schemes or Exchange Traded Funds, which invests at least twenty percent of its net assets in index and index-linked instruments; (o) “Index-linked instruments” include convertible debentures, convertible preference shares, warrants (where shares can be issued in exchange for warrants), index derivatives, Rights (Revolving Investment Investment Trust) utilities and any other instrument notified by the Board; (p) “Exchange Traded Fund” means a Mutual Fund scheme which invests in shares etc. (securities/instruments) in the same proportion as they are included in the share etc. index (index), and whose units are listed (listed) on the stock exchange platform and whose trading also takes place on the stock exchange platform; (q) “Exit Load” means any fee etc. charged by the Mutual Fund at the time of redemption or at the time of repurchase of units; (r) “Fraud” means the same as defined in clause (g) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 [SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003]; (s) “Free Reserves” means the same as defined in the Companies Act, 2013 (18 of 2013); (t) “Fund of Funds Scheme” means a Mutual Fund scheme which primarily invests in the same Mutual Fund or other schemes of other Mutual Funds; (u) “Gold Exchange Traded Fund Scheme” means a Mutual Fund scheme which primarily invests in gold or gold-linked instruments; (v) “Gold-linked instrument” means an instrument whose underlying is gold, as notified by the Board; (w) “Government Securities (G-Secs)” means Government Securities notified under clause (bg) of Section 2 of the Securities Contracts (Regulation) Act, 1956 [Securities Contracts (Regulation) Act, 1956], and which are the underlying of any commodity derivative; (x) “Group” means the same as defined in clause (b) of the Explanation to Section 5 of the Competition Act, 2002 (12 of 2003) [Competition Act, 2002]; (y) “Index Fund Scheme” means a Mutual Fund scheme which invests in shares etc. (securities/instruments) in the same proportion as they are included in the share etc. index (index); (z) “Infrastructure Debt Fund Scheme” (Infrastructure Debt Fund Scheme) means a Mutual Fund scheme which primarily invests (at least 90% of the scheme's assets) in debt securities (debt instruments) or in Special Purpose Vehicles (SPVs) (companies formed for a specific purpose) created for the purpose of investing in or increasing investment in infrastructure companies or infrastructure capital companies or infrastructure projects or infrastructure, in infrastructure-oriented debt instruments of SPVs or in other non-core assets under these regulations or in loans given by banks for ready-to-operate or income-generating projects or other projects or SPVs; (za) “SIF Investment Utility” means any scheme of a Mutual Fund launched for investing in Specialized Investment Funds (Specialized Investment Funds); (zb) “Infrastructure Investment Trust” means the same as defined in clause (yc) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 [SEBI (Infrastructure Investment Trusts) Regulations, 2014]; (zaa) “Regulatory Officer” means any person appointed by the Board under Chapter - XV for this purpose; (zab) “Liquid Assets” means the instrument of liquidity invested in such assets from which money can be easily withdrawn and on which there is no loan-liability, and which includes – cash kept in hand, bank deposits with scheduled commercial banks (RBI), money market instruments, government securities (securities), reverse repo (open repo), repo and repurchase agreements related to government securities (securities) and any other instrument notified by the Board; (zac) “Misuse of Market” includes insider trading, trading with the intention of cheating, and trading with fraudulent intent, and which may violate the provisions of Section 12C of the Act or the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 [SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003] or the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 [SEBI (Prohibition of Insider Trading) Regulations, 2015]; (zad) “Money Market Instruments” include commercial papers (commercial papers), commercial bills, reverse bills (open bills), government securities (securities) [whose remaining maturity is up to one year], call or overnight money, certificates of deposit (deposit certificates), usance bills, and other similar instruments notified by the Reserve Bank of India; (zae) “Mutual Fund” means a fund formed as a trust and registered under regulation 3, and which invests in shares etc. (securities/instruments), money market instruments, gold or gold-linked instruments, silver or silver-linked instruments, and other assets and instruments notified by the Board under one or more schemes by selling units to investors. Mutual Fund schemes investing in Exchange Traded Commodity Derivatives may hold underlying Government Securities (G-Secs) in the case of physical settlement of contracts. (zaf) “Mutual Fund List” or “MF List” means a Mutual Fund registered under Chapter - X of these regulations, which has Index Funds, Exchange Traded Funds, Fund of Funds or other schemes of Mutual Funds as notified by the Board; (zag) “Mutual Fund List Asset Management Company” or “MF List AMC” means the AMC of the ‘Mutual Fund List’ approved under Chapter - X; (zah) “Scheme of Mutual Fund List” or “Scheme of MF List” means any scheme launched by the Mutual Fund List or any other eligible scheme notified by the Board; (zai) “NAV” or “Net Asset Value” (Net Asset Value) means the value calculated in the manner specified in regulation 43 of these regulations; (zaj) “Net Assets” (Net Assets) means the value calculated by deducting from the paid-up capital and free reserves the amount of deferred revenue expenditure (deferred expenses) or adjusted or deferred revenue expenditure, the value of intangible assets, the value of losses incurred so far, and the value of any loans and advances given by the AMC or ‘MF List AMC’ [which are given to its Sponsor, Associates of Sponsor or its Group company or to its Associates or its Group company]; (zak) “Offer Document” (Offer Document) means the Scheme Information Document (Scheme Information Document) and Statement of Additional Information, under which investors are invited to purchase (subscribe to) units of the scheme of the Mutual Fund; (zal) “Open-Ended Scheme” (Scheme with no limited life) means a Mutual Fund scheme through which units are sold to investors whose redemption has no fixed maturity date; (zam) “Private Placement” means the sale of units of a scheme of a Mutual Fund by issuing a Placement Memorandum to certain persons by a Mutual Fund or inviting them to purchase (subscribe to) such units [when a Public Offer (Public Offer) is made], and which is such that such units are available for subscription or purchase directly or indirectly by such persons for whom the offer is made or to whom the invitation is given; (zan) “Reit” or “Real Estate Investment Trust” means the same as defined in clause (yd) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014; (zao) “Shareholder” means the same as defined in Section 2(77) of the Companies Act, 2013 (18 of 2013); (zap) “Scheme” means any scheme of a Mutual Fund launched under Chapter - V; (zaq) “Secondary List” means any secondary list of these regulations (Regulations); (zar) “Provisions relating to Securities (Securities Laws)” means the Act, the Securities Contracts (Regulation) Act, 1956 [Securities Contracts (Regulation) Act, 1956] (42 of 1956), the Depositories Act, 1996 (22 of 1996) [Depositories Act, 1996] and any other legal provision (within the purview of the Board) and the rules and regulations made thereunder; (zas) “Silver Exchange Traded Fund Scheme” means a Mutual Fund scheme which primarily invests in silver or silver-linked instruments; (zat) “Silver-linked instrument” means any instrument notified by the Board whose underlying product is silver; (zau) “Specialized Investment Fund” (Specialized Investment Fund) means the same as defined in clause (cc) of sub-regulation (1) of regulation 2 of these regulations (Regulations), and on which other conditions notified by the Board under these regulations (Regulations) shall also apply; (zav) “Sponsor” (Promoter) means any person who forms a Mutual Fund or Mutual Fund List either alone or together with any other company (body corporate); (zaw) “Taxes etc. under legal provisions” means taxes etc. levied by the State Government and Central Government; (zax) “Shares etc. (Securities) to be listed” means such equity shares etc. which are available for purchase or subscription or investment for the purpose of being listed on a recognized stock exchange under the category of Anchor Investors or Qualified Institutional Buyers or through a Public Issue, or debt securities issued under primary market issues, until they are listed on a recognized stock exchange; (zay) “Total Expense Ratio” (Total Expense Ratio) means the ratio of the total expenses incurred for the investors of a scheme to the total AUM (Assets Under Management) of that scheme, as notified by the Board; (zaz) “Trustees” (Trustees) of a Mutual Fund means the Trustee Company which holds the property of the Mutual Fund scheme in trust for the benefit of unit holders. Additionally, in the case of a Mutual Fund List, “Trustees” (Trustees) means the Debenture Trustee registered with the Board under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. If an existing Sponsor takes its eligible schemes to a ‘Mutual Fund List’ from its existing Mutual Fund under regulation 58, then the ‘Mutual Fund List Asset Management Company’ may appoint the existing Trustee of the Mutual Fund as the Trustee of the ‘Mutual Fund List’. Explanation: Wherever the context requires, if any provision applies to the Trustee, then the person (Individual) shall be understood as the Board of Directors of the Trustee Company; (zba) “Unit” means a fractional part of the assets of the scheme held for the benefit of unit holders in a scheme; and (zbb) “Unit Holder” (Unit Holder) means any person who holds units of a scheme of a Mutual Fund.

(2) The words and expressions used but not defined in these regulations (Regulations), but defined in the Act, the Securities Contracts (Regulation) Act, 1956 [Securities Contracts (Regulation) Act, 1956] (42 of 1956), the Companies Act, 2013 (18 of 2013), the Depositories Act, 1996 (22 of 1996) [Depositories Act, 1996], the Indian Trusts Act, 1882 (Indian Trusts Act, 1882) or the rules or regulations (Regulations) made thereunder, shall have the same meanings as assigned to them in those Acts, the rules or regulations made thereunder or in any legal notification made therein.

Chapter - II Process of Registration of Mutual Fund

3. Application and fee for registration of Mutual Fund The application for registration of the Mutual Fund shall be made as follows: (a) The Sponsor shall submit the application for registration of the Mutual Fund to the Board in the form prescribed by the Board from time to time, along with the fee specified in the First Schedule (which is non-refundable). (b) The application shall not be accepted in any incomplete form. Before rejecting any such application, the applicant shall be given an opportunity to complete all formalities and submit the application within the time specified by the Board. (c) The Board may call for further information or clarification from the Sponsor, as it deems fit. (d) After considering all information, the Board may take a decision regarding the application. (e) If the Board is satisfied that the applicant meets the eligibility criteria and the requirements specified in these regulations (Regulations) and the applicant has paid the fee specified in the First Schedule, then the Board may register the Mutual Fund and issue a Certificate of Registration (Registration Certificate). (f) If the Sponsor does not meet the eligibility criteria specified in regulation 5 or regulation 57 and the requirements specified in these regulations (Regulations), the application may be rejected. If the application is rejected, notice shall be given to the applicant.

4. Conditions of Registration Subject to regulation 3, the Mutual Fund shall be registered subject to the following conditions etc.:— (a) The Trustee, Sponsor, AMC and Custodian shall comply with the provisions of these regulations (Regulations); (b) If any information submitted earlier or any fact stated earlier is found to be false or misleading in any material respect, the Mutual Fund shall immediately notify the Board; (c) If any major change occurs in any information submitted earlier or any fact stated earlier (which may affect the granted registration), the Mutual Fund shall immediately notify the Board; (d) The annual fee specified in the First Schedule shall be paid. Explanation: The annual fee shall be paid by the 15th of April every month starting from the month following the month in which registration is granted. If there is a delay in paying the annual fee, then if the Board is satisfied with the reasons for the delay, it may levy the fee for such month up to two months from the date of such month for which the fee is to be levied. If the annual fee is not paid even after extending the time limit, then the Board may take such action [including approval of launching schemes] as it deems fit.

5. Eligibility criteria for Registration: To be granted a Certificate of Registration (Registration Certificate) in the form of a Mutual Fund, the Sponsor shall meet the following conditions:

(1) Generally, it should be opinion that the Sponsor conducts all business transactions with full integrity and honesty, and meets all criteria given under any one of the two options below regarding “Previous Track Record of Good Standing”:

Sr. No. Condition Option-1 Option-2 (a) Business in the field of financial services for a minimum period of five years. Key managerial personnel (Chief Executive Officer), Chief Operating Officer, Chief Risk Officer, Chief Compliance Officer and Chief Investment Officer of the AMC shall be appointed, who have a minimum period of 3 years of experience in the relevant fields. Key managerial personnel (Chief Executive Officer), Chief Operating Officer, Chief Risk Officer, Chief Compliance Officer and Chief Investment Officer of the AMC shall be appointed, who have a combined minimum experience of thirty years in the relevant fields and each of them has a minimum period of 3 years of experience in the relevant fields. (b) Profitability Profit [after depreciation, interest and tax] made in each of the previous five years while doing business in the field of financial services; and No provision is specified regarding profit for registration under this option. Profit made in each of the previous five years while doing business in the field of financial services, with a minimum combined annual average profit of ten crore rupees [after depreciation, interest and tax]. (c) Net Worth of Promoter (Sponsor) Net worth should remain positive (positive) in each of the previous five years. Not applicable (d) Positive Liquid Net Worth The Sponsor’s positive liquid net worth should be greater than the amount invested in the Asset Management Company. (e) Net Worth of Asset Management Company The Sponsor shall ensure that the net worth of the Asset Management Company remains at least fifty crore rupees (Rs. 50 crore) at all times, and it shall be invested in assets as notified by the Board: The Sponsor shall ensure that the net worth is always as large as specified. At the time of registration, the net worth of the Asset Management Company (for which the Promoter will provide money) should be at least one hundred fifty crore rupees (Rs. 150 crore). However, the net worth of the Asset Management Company should always be at least one hundred crore rupees, and it shall be invested in assets as notified by the Board: