SEBI’s Adjudicating Officer issued Order No. Order/SM/BK/2026-27/32391 against Goodwill Wealth Management Private Limited (GMWPL, PAN: AAECG9766E), a registered stock broker, following a thematic inspection covering April 1, 2024 to July 31, 2025. The inspection identified multiple regulatory deficiencies relating to order record-keeping, pre-order client authorization, complaint redressal, and outsourcing of core functions to Authorized Persons (APs).

Key Points

• SEBI conducted a thematic inspection of GMWPL for the period April 1, 2024 – July 31, 2025, communicating findings via letter dated November 19, 2025.
• GMWPL submitted its reply on November 26, 2025; SEBI subsequently conducted Post Inspection Analysis (PIA).
• Violations identified span five regulatory provisions: SEBI Master Circular for Stock Brokers (Clauses 35.2, 35.3, 35.4, 35.5, and 86.5.1 of SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/90 dated June 17, 2025), Schedule II Code of Conduct under SEBI (Stock Brokers) Regulations 1992 (Clauses A(2) and A(5)), NSE Circular NSE/INSP/67132 dated March 13, 2025, NSE Capital Market Trading Regulation 3.2.1 (1994), and NSE F&O Trading Regulation 3.4.1 (2000).
• Key deficiencies: inadequate records for client orders, missing pre-order confirmation/client authorization for IBT-mode orders, deficient complaint redressal documentation, outsourcing of core business and compliance functions to APs, and unauthorized trading complaints settled by the broker.
• Adjudicating Officer appointed on February 2, 2026 under Section 15HB of the SEBI Act, 1992 to adjudicate penalties.

Regulatory Changes

No new regulatory changes are introduced. The order applies existing requirements under the SEBI Master Circular for Stock Brokers (2025), SEBI (Stock Brokers) Regulations 1992, and NSE Trading Regulations to enforce compliance.

Compliance Requirements

• Stock brokers must maintain complete documentary records of all client orders, including evidence of pre-order confirmation and client authorization for Internet Based Trading (IBT) orders.
• Complaint redressal records — including communication logs and closure confirmations — must be maintained and available for inspection.
• Core business and compliance functions must not be outsourced to Authorized Persons (APs); APs must not be involved in grievance redressal mechanisms in violation of regulatory norms.
• Unauthorized trading complaints must be addressed through proper regulatory channels; settlement of such complaints by the broker without SEBI oversight is non-compliant.

Important Dates

• April 1, 2024 – July 31, 2025: Inspection period covered by SEBI’s thematic review.
• November 19, 2025: SEBI communicated inspection findings to GMWPL.
• November 26, 2025: GMWPL submitted its reply to inspection observations.
• February 2, 2026: Adjudicating Officer appointed; proceedings communicated February 3, 2026.
• June 17, 2025: Date of SEBI Master Circular for Stock Brokers (SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/90) referenced in violations.
• March 13, 2025: NSE Circular NSE/INSP/67132 referenced in violations.

Impact Assessment

This adjudication order directly affects GMWPL and may result in monetary penalties under Section 15HB of the SEBI Act. For the broader stock broker industry, the order signals continued SEBI scrutiny of IBT order authorization, complaint handling, and AP oversight. Brokers relying heavily on APs for operations and complaint management should review their compliance frameworks against the SEBI Master Circular for Stock Brokers (2025) and NSE trading regulations. The enforcement focus on unauthorized trading settlements indicates heightened regulatory risk for brokers that resolve client grievances informally.