SEBI’s Adjudicating Officer issued a Settlement Order disposing of adjudication proceedings against BofA Securities India Limited (PAN: AAACD0535G) for alleged violations of SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI (Merchant Bankers) Regulations, 1992. The proceedings were settled upon payment of INR 58,50,000 (Rupees Fifty-Eight Lakh Fifty Thousand Only) as settlement amount, without admission or denial of findings.

Key Points

• SEBI initiated adjudication proceedings against BofA Securities India Limited for alleged violation of Regulations 2(1)(n), 3(5), and 9A of PIT Regulations, 2015
• Additional violations alleged under Regulation 9A(1)(e) and Regulation 13 read with Clause 21 of Schedule III of SEBI (Merchant Bankers) Regulations, 1992
• Core allegation: BofA Securities, acting as a merchant banker, failed to maintain Structured Digital Database (SDD) as prescribed under PIT Regulations
• Show Cause Notice issued on May 26, 2025; settlement application filed by BofA on July 01, 2025 (Application No. 8601/2025)
• HPAC recommended settlement on February 20, 2026; approved by Panel of Whole Time Members on April 02, 2026
• Settlement amount of INR 58,50,000 remitted by applicant and confirmed received by SEBI as of May 04, 2026
• Proceedings disposed of under Section 15JB of SEBI Act read with Regulation 23(1) r/w Regulation 28 of Settlement Regulations

Regulatory Changes

No new regulatory changes introduced. This order reaffirms the mandatory obligation of merchant bankers to maintain a Structured Digital Database (SDD) under SEBI (Prohibition of Insider Trading) Regulations, 2015.

Compliance Requirements

• Merchant bankers must maintain a Structured Digital Database (SDD) as mandated under Regulations 3(5) and 9A of PIT Regulations, 2015
• Compliance with Regulation 9A(1)(e) and Regulation 13 read with Clause 21 of Schedule III of SEBI (Merchant Bankers) Regulations, 1992 is required
• Entities in possession of unpublished price sensitive information must ensure SDD is properly maintained to track access and sharing of such information

Important Dates

• May 05, 2025: AO appointed by SEBI
• May 26, 2025: Show Cause Notice issued to BofA Securities India Limited
• July 01, 2025: Settlement application filed by BofA Securities (Application No. 8601/2025)
• January 19, 2026: Meeting with SEBI Internal Committee
• January 23, 2026: Revised settlement terms proposed by applicant
• February 20, 2026: HPAC recommended settlement at INR 58,50,000
• April 02, 2026: Panel of Whole Time Members approved HPAC recommendation
• April 15, 2026: Settlement terms communicated to applicant
• May 04, 2026: Settlement amount remitted and confirmed by SEBI

Impact Assessment

The settlement has limited direct market impact but carries significance as a compliance precedent for merchant bankers operating in India. BofA Securities India Limited, a major foreign-affiliated investment bank, paid INR 58.5 lakh to settle SDD non-compliance charges. This reinforces SEBI’s enforcement posture regarding insider trading prevention infrastructure. Other merchant bankers and intermediaries handling UPSI should review their SDD maintenance practices to avoid similar proceedings. The settlement mechanism allowed resolution without prolonged litigation or admission of wrongdoing.