The Securities and Exchange Board of India (SEBI) approved the appointment of two Executive Directors for each of the country’s three key Market Infrastructure Institutions (MIIs) on June 4, 2026. These appointments at BSE Limited (BSE), Central Depository Services Limited (CDSL), and National Securities Depository Limited (NSDL) mark the implementation of a new dual-leadership governance structure. This regulatory restructuring aims to enhance operational resilience and compliance oversight across India’s premier stock exchanges and depositories.
New Governance Framework for Market Infrastructure Institutions
The appointments follow a comprehensive policy shift initiated by the market regulator to strengthen the governance and risk-containment frameworks of systemically important institutions. On December 12, 2025, the regulator released a circular detailing the restructuring, which operationalizes board decisions made in September of the same year. This framework aligns with amendments to the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 and the Depositories and Participants Regulations, 2018.
Under the updated guidelines, all key market institutions must appoint two dedicated, full-time Executive Directors to the governing board. These executives are tasked with heading two separate functional verticals to prevent conflicts of interest and streamline accountability. The first vertical focuses on core business operations and technology, while the second vertical covers regulatory compliance, risk management, and investor grievances. To ensure transparency, institutions must recruit these executives through an open advertisement process in national newspapers and seek final approval from the regulator before formalizing the appointments.
Key Executive Director Appointments at BSE, CDSL, and NSDL
The approved appointments represent the first wave of governance changes at India’s primary exchange and depositories. The individuals selected to lead the newly structured functional verticals bring specialized industry experience to manage the operational and compliance environments of these key institutions.
The appointments approved by the regulator are structured as follows:
| Institution | Executive Director (Critical Operations) | Executive Director (Regulatory & Compliance) |
|---|---|---|
| BSE Limited (BSE) | Saurabh Shukla | Gopalan S. Raghavan |
| Central Depository Services Limited (CDSL) | Amit Mahajan | Nayana Ovalekar |
| National Securities Depository Limited (NSDL) | Subhash Kelkar | Ankit Sharma |
These appointments are subject to shareholder approval at the respective institutions. The terms of the newly appointed Executive Directors are set for five years from their respective joining dates, establishing a long-term leadership stability that is critical for market confidence.
Structural Bifurcation and Functional Reporting
The primary objective of the regulatory change is to prevent conflicts of interest inside systemically important institutions. By dividing responsibilities, the regulator ensures that day-to-day business targets do not compromise regulatory compliance or risk management protocols. While the Executive Directors report to the Managing Director, their departments operate under independent supervision frameworks.
Key management personnel are reassigned to report directly to their corresponding Executive Directors instead of the Managing Director. The Chief Technology Officer (CTO) and the Chief Information Security Officer (CISO) report to the Executive Director of Critical Operations. Conversely, the Chief Risk Officer (CRO) and the Compliance Officer report directly to the Executive Director of Regulatory and Compliance. To ensure independence, the Executive Directors are required to hold separate quarterly meetings with Board Committees without the presence of the Managing Director, and their performance is reviewed annually by Public Interest Directors (PIDs).
The Role and Importance of Market Infrastructure Institutions
Market Infrastructure Institutions are entities that provide the essential physical and technological infrastructure for trading, settlement, and depository services in the capital markets. In India, these institutions are categorized into three groups: stock exchanges, clearing corporations, and securities depositories. Because they perform critical public utilities, any operational failure or disruption in their networks can cause systemic risk and impact the broader economy.
The three institutions involved in the latest appointments play key roles in India’s financial sector:
- BSE Limited (BSE): Established in 1875 as Asia’s first stock exchange, it is headquartered in Mumbai and acts as a primary platform for trading equity, debt, and derivatives.
- Central Depository Services Limited (CDSL): Established in 1999 and headquartered in Mumbai, this depository facilitates the holding and transfer of securities in electronic format.
- National Securities Depository Limited (NSDL): Founded in 1996 as India’s first electronic securities depository, it is headquartered in Mumbai and manages the largest volume of dematerialized accounts in the country.
Due to their systemic importance, the regulator maintains strict oversight of their operations. The new leadership structure is designed to safeguard investor interests and maintain market stability.
Key Takeaways
- SEBI approved the appointment of two Executive Directors for each of the three key Market Infrastructure Institutions (MIIs) on June 4, 2026.
- The new appointments span BSE Limited (BSE), Central Depository Services Limited (CDSL), and National Securities Depository Limited (NSDL).
- The governance changes operationalize a December 12, 2025 SEBI circular dividing MII leadership into Critical Operations and Regulatory & Compliance verticals.
- Under the new rules, the Chief Technology Officer reports to the Executive Director for Critical Operations, while the Compliance Officer reports to the Executive Director for Regulatory and Compliance.
- BSE Limited, established in 1875, is Asia’s oldest stock exchange, whereas NSDL was launched in 1996 and CDSL in 1999.
