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JSA advised on the IPO of AceVector Limited

Businessman pointing at the glowing letters "IPO" with stock market graphs in the background.

JSA Advocates and Solicitors acted as the Indian legal counsel on the Initial Public Offering (IPO) of AceVector Limited, advising the book running lead managers, IIFL Capital Services Limited and CLSA India Private Limited. The IPO comprises a fresh issue of up to ₹3,000 million and an offer for sale of up to 63,870,763 equity shares of face value ₹1 each by certain existing shareholders.

AceVector operates a diversified digital commerce ecosystem comprising Snapdeal, a value-focused lifestyle e-commerce marketplace; Unicommerce, an e-commerce enablement SaaS platform; and Stellaro Brands, an omnichannel consumer brands retailing business.

AceVector filed its Updated Draft Red Herring Prospectus-I with SEBI and the stock exchanges on 6 December 2025.

The transaction was led by Partner Madhurima Mukherjee Saha, with support from the Equity Capital Markets team comprising Partner Sagar Batra, Senior Associate Bhavini Mohan and Associates Aryaman Singh, Nidhi Prakriti, Shivani Agrawal, and Badal Singh.

Tags AceVectorIPO, CLSA, DigitalCommerce, EquityCapitalMarkets, FinancialLaw, IIFLCapital, IPOIndia, JSA, JSAAdvisory, Leading Law Firm, Leading Lawyers, PublicOffering, SEBI, Snapdeal, StockExchange, TechListing, UnicommerceSaaS, ValueECommerce

JSA Prism | Finance | December 2025

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Please click here to download the Prism as a PDF.

The Securities and Exchange Board of India amends Alternative Investment Funds regulations to introduce ‘Accredited Investors Only Fund’

On November 18, 2025, the Securities and Exchange Board of India (“SEBI”) notified the SEBI (Alternative Investment Funds (“AIF”)) (Third Amendment) Regulations, 2025 (“AIF Third Amendment”). The AIF Third Amendment has introduced a new AIF scheme called ‘Accredited Investors only Fund’ (“AIOF”) under the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”), along with associated relaxations and exemptions applicable to such schemes.

This regulatory development follows SEBI’s consultation paper dated August 8, 2025 (“AIOF Consultation Paper”), pursuant to which SEBI sought public comments on introduction of a separate type of AIF scheme that caters exclusively to accredited investors.

Background to the AIF Third Amendment

Over the last few years and as part of its ‘ease of doing business by AIFs’ initiative, SEBI has been working to promote a lighter-touch regulatory framework for AIFs onboarding sophisticated investors.

As noted in the AIOF Consultation Paper, SEBI’s long term vision is to envisage AIF schemes to have investor base constituting of only accredited investors as SEBI views accredited investors as a class of investors: (a) who have an understanding of various financial products and the risk-returns associated with them; (b) who are able to take informed decisions regarding their investments; (c) who are perceived to be well advised due to their ability to hire expert managers/advisors and well informed with sufficient financial acumen.

In 2021, SEBI introduced the concept of an ‘accredited investor’ defined as any person who is granted a certificate of accreditation by an accreditation agency who:

is an individual, hindu undivided family, family trust or sole proprietorship and has:
- annual income ≥ INR 2,00,00,000 (Indian Rupees two crore); or
- net worth ≥ INR 7,50,00,000 (Indian Rupees seven crore fifty lakh), out of which at least INR 3,75,00,000 (Indian Rupees three crore seventy-five lakh) in financial assets; or
- annual income ≥ INR 1,00,00,000 (Indian Rupees one crore) and net worth ≥ INR 5,00,00,000 (Indian Rupees five crore), with at least INR 2,50,00,000 (Indian Rupees two crore fifty lakh) in financial assets;
is a body corporate, and has net worth ≥ INR 50,00,00,000 (Indian Rupees fifty crore);
is a trust (other than family trust), and has net worth ≥ INR 50,00,00,000 (Indian Rupees fifty crore); and
is a partnership firm set up under the Indian Partnership Act, 1932, and each partner independently meets the eligibility criteria for accreditation.
The definition also deems certain investors to be ‘accredited investors’ who are not required to obtain a certificate of accreditation. Such investors include the Central and State Governments and funds set up by them, developmental agencies set up under the aegis of such governments, qualified institutional buyers as defined under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Category I foreign portfolio investors, sovereign wealth funds, and multilateral agencies.

With the above definition of ‘accredited investor’, the regulatory intent was to set out objective criteria for ascertaining sophistication of investors rather than relying on the metric of minimum investment size.

Simultaneously, SEBI provided for a relaxed regulatory framework for ‘large value funds (“LVFs”) for accredited investors’ where each investor (other than the manager, sponsor, and employees and directors of the AIF or of the manager) is an accredited investor not investing less than INR 70,00,00,000 (Indian Rupees seventy crore).

Now, the AIF Third Amendment represents an additional step in the said ‘ease of doing business’ initiative by reducing the aforesaid minimum investment amount for LVFs to INR 25,00,00,000 (Indian Rupees twenty-five crore), and by carving out a separate type of AIF scheme namely ‘Accredited Investors only Fund’.

Key amendments

Introduction of AIOF

Pursuant to the AIF Third Amendment, an AIOF is defined as an AIF or scheme of an AIF in which each investor (other than the manager, sponsor, employees or directors of the AIF or of the manager) is an accredited investor.

It is, therefore, clear that AIOFs is an umbrella category of funds or schemes that subsumes the existing category of LVFs. Accordingly, any regulations applicable to AIOFs would also apply to LVFs but not vice versa.

The AIF Third Amendment also allows for the possibility of AIFs to onboard investors with minimum investment value of INR 1,00,00,000 (Indian Rupees one crore) (which is the default condition for investment in AIFs) but also establish new schemes as AIOFs.

Particularly, SEBI has provided for existing AIFs or schemes of AIFs launched prior to the notification of the AIF Third Amendment to convert to AIOFs, subject to the conditions as may be specified.

Reduction in minimum investment threshold for LVFs

As noted above, the AIF Third Amendment, has by way of an amendment to Regulation 2(1)(pa) of the AIF Regulations, reduced the minimum investment threshold for accredited investors forming part of LVFs from INR 70,00,00,000 (Indian Rupees seventy crore) to INR 25,00,00,000 (Indian Rupees twenty-five crore).

This is in line with SEBI’s objective of broadening the investor base in AIFs without compromising on the level of sophistication of investors, as noted in its consultation paper on providing flexibilities to LVFs.

Exemption from National Institute of Securities Markets certification requirements

Pursuant to Regulation 4(g)(i) of AIF Regulations, the key investment team of the manager of an AIF is required to have at least one key personnel with relevant certification from the National Institute of Securities Markets (“NISM”), as an eligibility criterion for obtaining registration as an AIF. With the AIF Third Amendment, this requirement has been done away with for AIOFs.

SEBI’s rationale, as noted in its AIOF Consultation Paper is that AIOFs are meant for investors who are capable of conducting independent due diligence while investing, including an assessment of the credentials and track record of the manager and its key investment team, and accordingly, they need not be subject to the NISM certification criteria for their investment team.

Exclusion of accredited investors from investor count

Regulation 10 (f) of the AIF Regulations requires that no scheme of an AIF will have more than 1,000 (one thousand) investors.

Under the AIF Third Amendment, accredited investors will be excluded while computing the number of investors in a scheme of an AIF allowing AIFs to have a larger base of accredited investors without breaching the maximum investor limit applicable to schemes.

Tenure extension flexibility

Prior to the AIF Third Amendment, Regulation 13(5) of the AIF Regulations permitted LVFs to extend tenure up to 5 (five) years subject to the approval of two-thirds of the unit holders by value of their investment.

The AIF Third Amendment substitutes all references to ‘large value fund for accredited investors’ with ‘Accredited Investors only Fund’ in Regulation 13(5) of the AIF Regulations, thereby providing all AIOFs with the same flexibility in respect of tenure extension.

Pari-passu rights exemption

Regulation 20(22) of AIF Regulations requires that, other than LVFs, the rights of investors of a scheme of an AIF will be pari-passu in all aspects i.e. differential rights offered to select investors of a scheme of an AIF will not affect the interest of other investors of the scheme.

Here again, the AIF Third Amendment has substituted all references to ‘large value fund for accredited investors’ with ‘accredited investors only fund” in Regulation 20(22) of the AIF Regulations, thereby extending the exemption to the larger umbrella category of AIOFs.

Manager to discharge trustee responsibilities

Notably, the AIF Third Amendment introduces a new sub-regulation (24) under Regulation 20 of the AIF Regulations, providing that the responsibilities and obligations of a trustee of an AIF specified under the AIF Regulations will, in the case of an AIOF, be carried out by the manager of the AIOF, thereby eliminating the requirement for a separate trustee for AIOFs.

Conclusion

As noted in the SEBI board meeting on September 12, 2025, the number of accredited investors participating in AIF investments is expected to increase in the coming years, owing both to the lighter-touch regulatory framework under the AIF Regulations, as well as additional steps being taken by SEBI to streamline the accreditation process itself.

This Prism is prepared by:

Varun Sriram
Partner

Varsha Srinivasan
Principal Associate

Nandini Menon V
Senior Associate

Nithyashree Venkatesh
Associate

For more details, please contact [email protected].

Tags #AlternativeInvestmentFunds, #RegulatoryUpdates, AccreditedInvestors, AIF, FinanceRegulation, IndiaFinance, InvestmentRegulation, JSA, Leading Law Firm, Leading Lawyers, LegalUpdate, SEBI, SophisticatedInvestors

JSA Prism | FinTech | December 2025

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Please click here to download the Prism as a PDF.

Navigating Reserve Bank of India’s new KYC Master Directions

The Reserve Bank of India (“RBI”), on November 28, 2025, issued new Know Your Customer (“KYC”) Master Directions which will apply to Payment Aggregators, namely, the consolidated ‘Reserve Bank of India (Commercial Banks – Know Your Customer) Directions, 2025’ (“KYC MD 2025”). This consolidation is part of RBI’s broader regulatory review exercise aimed at reducing compliance complexity by organising instructions separately for each class of regulated entity.

The primary intent was to consolidate the plethora of existing circulars and the KYC Master Direction, 2016 (“KYC MD 2016”) into a single, comprehensive document on an ‘as-is’ basis, removing obsolete instructions and improving clarity without introducing major substantive changes to the core KYC obligations.

While the RBI invited stakeholder comments on the draft versions to ensure completeness and accuracy, the final text largely retains the existing framework, barring minor editorial reorganisations and the inclusion of specific explanations or provisos to address ambiguities (listed in the table below).

The new structure

Notably, while the new KYC MD 2025 is explicitly titled for ‘Commercial Banks’, it has immediate legal implications for Payment System Providers (“PSPs”), including Prepaid Payment Instrument (“PPI”) issuers and Payment Aggregators (“PAs”). Concurrently with this issuance, RBI released a specific notification repealing the KYC MD 2016. Consequently, the notification mandates that all references to the KYC MD 2016 in existing payment system instructions (such as the Master Directions on PPIs and PAs) must now be read as references to the new KYC MD 2025. Therefore, despite the nomenclature, your compliance teams must map their KYC protocols to the specific paragraphs of this new KYC MD 2025.

A high-level summary of the structural shifts and relevant updates is provided in the table below:

Clause under the KYC MD 2025	Original clause	Change made
KYC Identifier definition (Clause 5(xii))	KYC identifier was previously defined as the unique number or code assigned to a customer by the Central KYC Records Registry (“CKYCR”). It contained no explanation to explain how a customer can obtain their KYC identifier.	An explanation has been added to the definition stating the following: “A customer can obtain his KYC Identifier through the following way: (a) during the account opening process, once the customer’s KYC Identifier is generated by CKYCR and provided to the bank, the bank will share the same with the concerned customer; and (b) the customer has the option to access his KYC Identifier on CKYCR portal at www.ckycindia.in.
KYC policy (Clause 6(4)(i))	The KYC MD 2016 discussed due diligence measures to deal with requests by customers to change registered mobile numbers for non-face-to-face accounts. However, this requirement was only mentioned in the specific section on opening accounts via Aadhaar OTP in clause 17(ii), not as a mandatory element of the high-level board policy.	KYC MD, 2025 requires the board-approved KYC policy to include a robust due diligence process for dealing with requests to change registered mobile numbers for non-face-to-face accounts.
Customer Due Diligence procedure in case of individuals (Clause 23)	If the customer has a KYC Identifier, the regulated entity must fetch their KYC records from CKYCR. If e-KYC cannot be done due to illness, injury, old age or similar reasons, the regulated entity must take the Aadhaar number and verify the customer through offline verification or another Officially Valid Document (“OVD”), and record this as an exception in a centralised, auditable database. Aadhaar numbers must be redacted when authentication is not required. Biometric e-KYC can be done by authorised bank officials or business correspondents, and all Aadhaar users must comply with the Aadhaar (Targeted Delivery of Financial and Other subsidies, Benefits and Services) Act, 2016 (“Aadhaar Act”).	Explanation 4 has been added stating that the following: Aadhaar number is not mandatory for purposes of KYC. However, in case the customer is desirous of receiving any benefit or subsidy under any scheme notified under section 7 of the Aadhaar Act , the customer will provide the Aadhaar number to the bank. In other cases, customers may provide the Aadhaar number voluntarily.
V-CIP infrastructure (Clause 27(1)(v))	The V-CIP infrastructure will have components with face liveness/spoof detection as well as face matching technology with high degree of accuracy, even though the ultimate responsibility of any customer identification rests with the bank.	An explanation has been added stating that the following: Making specific facial gestures, like blinking of eyes, smiling, frowning, etc. is not mandatory for liveness check. The bank will take due cognisance of special needs, if any, of the customer during liveness check.
Conditions for small accounts (proviso to Clause 28(4)(ix))	The conditions for small accounts require a self-attested photograph and certification by a bank officer (or the jail officer, for prisoners), confirming the customer signed or affixed a thumbprint in their presence. These accounts may be opened only at core banking solution linked or manually monitored branches, and banks must ensure monthly and annual transaction and balance limits are not exceeded. They operate for 12 months, extendable by another 12 months if the customer shows proof of having applied for an OVD. All relaxations are reviewed after 24 months. Small accounts remain operational during Government-notified periods and must be monitored for suspicious activity, in which case full KYC is required. Foreign remittances cannot be credited unless the customer’s full KYC is completed.	A proviso has been added stating the following: If the bank renders any account ineligible for being classified as a small account due to credits/balance in the account exceeding the permissible limits, the bank may allow withdrawals within the limit prescribed for small accounts where the limits thereof have not been breached.

Conclusion

While the KYC MD 2025 largely preserves the ‘as-is’ framework of the previous regulations, it signals a shift toward a more organised and distinct regulatory architecture. For PAs and PSPs, the immediate challenge is administrative rather than structural; accurately mapping internal protocols to the new ‘Commercial Bank’ standards to replace the now-repealed KYC MD 2016 . By proactively addressing the specific nuances, ranging from V-CIP accessibility to CKYC identifier handling, compliance teams can ensure a seamless transition that aligns with the RBI’s ultimate goal of reducing compliance complexity.

This Prism has been prepared by:

Probir Roy Choudhary
Partner

Yajas Setlur
Partner

Shivani Bhatnagar
Senior Associate

Hrishikesh Reddy Kothwal
Associate

For more details, please contact [email protected]

Tags #FinancialRegulation, #RegulatoryUpdates, BankingRegulation, Compliance, IndiaFinance, JSA, Kyc, KYCDirections, Leading Law Firm, Leading Lawyers, LegalUpdate, PaymentSystems, RBI

JSA advised Synova on its investment in Klearcom

JSA Advocates & Solicitors advised Synova on its investment in Klearcom, a leading a global customer experience assurance SaaS provider.

JSA’s role involved conducting due diligence on the Indian subsidiary, reviewing and commenting on the transaction documents and assisting in closing of the transaction, from an Indian law perspective.

Klearcom provides global blue-chip clients with market-leading software supported by a worldwide proprietary network that delivers automated testing and issue-resolution for international contact centres. Synova is recognised as one of Europe’s most innovative growth investors.

The JSA team was led by Partner Sidharrth Shankar with support from the Private Equity teamcomprising Partner Nandini Seth, Principal Associate Aditya Vardhan Dayal, Senior Associate Rupaly Middha & Nabarun Ray and Associates Vivek Vishwanathan and Aaryan Pandit.

The Competition team included Partner Vaibhav Choukse, Principal Associate Nripi Jolly andAssociate Yatri Shah.

Further support was provided by the Indirect Tax team, led by Partner Manish Mishra, along with Senior Associate Shubh Dixit and Counsel Ankur Mittal, and the Employment team led by Partner Sonakshi Das.

Tags #CompetitionLaw, CustomerExperience, DueDiligence, EmploymentLaw, GlobalSaaS, GrowthInvestor, IndirectTax, JSA, JSALegalAdvisory, KlearcomInvestment, LegalCounsel, PEInvestmentIndia, PrivateEquityIndia, SaaSProvider, SynovaPrivateEquity, TechnologyDeal, TransactionClosing

JSA Newsletter | IFSCA | September and October 2025 Edition

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Please click here to download the Newsletter as PDF.

The International Financial Services Centres Authority (“IFSCA/Authority”), India’s unified regulator for International Financial Services Centres (“IFSCs”), is focused on developing a world-class financial hub at the country’s first IFSC, Gujarat International Finance Tec-City (“GIFT City”).

This edition of the September-October 2025 newsletter captures the key regulatory developments aim to reinforce GIFT IFSC’s role as a dynamic and competitive international financial centre. Notably, these developments underscore IFSCA’s commitment to enhancing GIFT IFSC’s position as a global financial hub through regulatory reforms, sector-specific initiatives, and strategic engagements.

To enhance GIFT-IFSC’s global competitiveness, IFSCA and the Australian Securities & Investments Commission have entered into a Memorandum of Understanding (“MoU”) to strengthen inter-regulatory cooperation and work together in identified areas of mutual interest to support a robust and effective financial services ecosystem in both the jurisdictions. The objective of the MoU is to facilitate mutual assistance and the sharing of information between the regulators on trends and best practices in the regulation of financial markets, the use of technology and other areas of mutual interest in the respective jurisdictions.

A few of the key modifications introduced by IFSCA, are as follows:

the period of the Settlement Scheme for Association with Certain Algo Platforms, 2025 was extended till October 16, 2025 (earlier it was June 16, 2025);
the erstwhile Board for Regulation and Supervision of Payment and Settlement Systems has been replaced with the Payments Regulatory Board (“PRB”) as the body through which IFSCA will exercise the powers, perform the functions and discharge the duties conferred on it under the Payment and Settlement Systems Act, 2007; and
in the first meeting of the PRB held on October 1, 2025, the PRB approved the authorisation to CCIL IFSC Limited (“CIL”) to operate the Foreign Currency Settlement System (“FCSS”) in an IFSC.

Applications for TechFin and Ancillary Services enabled through Single Window IT System

IFSCA, vide public notice dated September 3, 2025, has enabled the submission of applications through IFSCA’s Single Window IT System (“SWIT”) for TechFin and Ancillary Services. Accordingly, the IFSCA has mandated all applicants seeking registration under the IFSCA (TechFin and Ancillary Services) Regulations, 2025 to submit new applications exclusively submitted through the SWIT platform.

Deadline for implementing revised norms for principal officer and compliance officer extended

To ensure continuity in operations and promote ease of doing business, IFSCA, vide circular dated September 4, 2025, has extended the deadline for implementation of certain norms for principal officer and compliance officer which are covered under sub-regulations of Regulation 9 (Fit and proper requirements) of the IFSCA (Capital Market Intermediaries) Regulations, 2025, for all capital market intermediaries registered with the Authority till December 31, 2025.

Subsequently, IFSCA, vide circular dated September 12, 2025, has extended the deadline for compliance with revised net worth requirements prescribed under the IFSCA (Capital Market Intermediaries) Regulations, 2025 till December 31, 2025.

Fee structure applicable for third-party fund management services

IFSCA, vide circular dated September 8, 2025, issued under the IFSCA (Fund Management) Regulations, 2025, has specified the following fee structure for the Fund Management Entities (“FMEs”) which are desirous of offering third-party fund management services in an IFSC:

a registered FME (non-retail) and registered FME (retail) (collectively referred to as the “Registered FME”) must pay USD 2,500 (US Dollars two thousand five hundred) as the application fee, to be paid along with their application, to IFSCA for obtaining the authorisation with respect to the third-party fund management services in an IFSC, and USD 7,500 (US Dollars seven thousand five hundred) as the authorisation fee, to be paid prior to the grant of such authorisation by IFSCA; and
a Registered FME authorised to provide third-party fund management services must pay the conditional recurring fee to IFSCA on an annual basis of USD 2,000 (United States Dollars two thousand) for each Third-Party Fund Managers (“TPFM”) to whom it provides the third-party fund management services. Such fee will be applicable for each financial year after the year in which the Registered FME enters into a contract with such TPFM and will be payable in the first month of each financial year, i.e., in April.

Market access through authorised persons on bullion exchange

With a view to expand the depth and reach of the bullion market in an IFSC, IFSCA, vide circular dated September 11, 2025, has decided to extend the applicability of Circulars No. F No. 68/IFSCA/MRD-AP/2020-21 dated October 14, 2020 and IFSCA/CMD-DMIIT/AP/2022-23/1 dated April 29 2022 to the bullion exchange and bullion trading members. In light of this, bullion exchange and bullion trading members will be permitted to provide market access to investors through authorised persons based in India and foreign jurisdictions. This will benefit clients from simplified onboarding, KYC compliance, and seamless trading support and will further strengthen India’s case to position GIFT City as a global bullion trading hub.

Amendments to regulatory framework for global access in the IFSC

To enhance the operational efficiency and competitiveness of Global Access Providers (“GAP”) and Introducing Brokers within the IFSC, IFSCA, vide circular dated September 12, 2025, has amended the circular on ‘Regulatory Framework for Global Access in the IFSC’, dated August 12, 2025. The changes aim to streamline access, enhance compliance, and align IFSC practices with international standards. Pursuant to the amendment, the GAP and Introducing Brokers in the IFSC will now have the option to either open bank account(s) with an IFSC Banking Unit (“IBU”) licensed by IFSCA or open account(s) with a payment service provider authorised under the IFSCA (Payment Services) Regulations, 2024, for the purposes of payments/movement of funds referred in clauses 27, 36 and 37 of the circular on ‘Regulatory Framework for Global Access in the IFSC’ dated August 12, 2025, so far as it relates to global access business activities.

This amendment lowers the barriers for global investors while strengthening oversight, transparency, and investor protection, thereby reshaping global participation in IFSC and opening up new avenues for cross‑border investment.

IFSCA (PRB) Regulations, 2025

IFSCA, vide notification dated September 16, 2025, has notified the IFSCA (Payments Regulatory Board) Regulations, 2024. The regulation provides for establishment of a dedicated Payments Regulatory Board (PRB) under IFSCA to regulate and supervise payment systems in IFSC. The PRB will be required to meet at least twice every year with a quorum of at least 3 members and will be supported by the Division of Payment and Settlement Systems, IFSCA. Furthermore, the regulations lay down a code of conduct for its members, requiring them to operate with integrity, disclose conflicts of interest, maintain confidentiality, and uphold the highest standards of probity.

Inter-operable regulatory sandbox: frequently asked questions

IFSCA, vide circular dated September 17, 2025, has issued frequently asked questions to provide a comprehensive overview of the inter-operable regulatory sandbox initiative and address common queries from potential participants.

Clarification on the listing of convertible debt securities on recognised stock exchanges in IFSC

IFSCA, vide circular dated September 18, 2025, has clarified that the procedure, manner and conditions specified for the listing of debt securities under the IFSCA (Listing) Regulations, 2024 will apply to convertible debt securities which are in the nature of foreign currency convertible bonds or similar instruments, until their conversion, for the purpose of listing on recognised stock exchanges in an IFSC. This clarification provides greater certainty for issuers and investors of non-convertible debentures, ensuring smoother compliance and market transparency.

Amendment to the IFSCA operating guidelines on bullion exchange, bullion clearing corporation, bullion depository and vault manager

IFSCA, vide circular dated September 22, 2025, has amended the eligibility criteria for membership of the bullion exchange based on the representations and discussions held with various stakeholders. Accordingly, trading members must have at least 1 (one) employee who possesses not less than 2 (two) years of experience in dealing in securities or foreign exchange or precious metals.

Pension funds in IFSC to invest in overseas assets

Section 25 of the Pension Fund Regulatory and Development Authority Act, 2013 prohibits pension funds from investing, directly or indirectly outside of India, any portion of subscriber funds, The Ministry of Finance, vide notification dated October 1, 2025, states that the restriction under Section 25 of the Pension Fund Regulatory and Development Authority Act, 2013 will not apply to financial products, financial services or financial institutions, in an IFSC. This will streamline the compliance requirements for financial institutions offering pension and retirement linked products.

Notification of bye-laws, rules and regulations governing operations of FCSS

IFSCA, vide circular dated October 3, 2025, has authorised CIL to operate a payment system for settlement of transactions in foreign currency to be called the FCSS in GIFT IFSC. Subsequently, IFSCA, vide circular dated October 7, 2025, has notified the bye-laws, rules and regulations prepared by CIL as the regulation, guideline, instruction, or direction governing the operations of the FCSS.

CIL has entered into an agreement with Standard Chartered Bank, IBU to act as the settlement bank for FCSS. Some of the key features of the FCSS are, as follows:

the FCSS will settle transactions undertaken in foreign currency and as a start will settle transactions undertaken in US Dollars;
the payment obligations and settlement instructions among the FCSS participants must be determined in accordance with the gross settlement procedure;
the FCSS system will be compatible with the ISO 20022 messaging standards; and
IBUs are eligible to be members of the FCSS, subject to satisfaction of the access criteria laid down in the bye-laws, rules and regulations, issued by IFSCA.

Import of gold or silver by qualified jewellers

The eligibility criteria for notification of an entity as a ‘Qualified Jeweller’ has been revised, which will broad base the set of entities that will be eligible to access the bullion exchange in the IFSCs for undertaking imports of gold and silver. Further, IFSCA has issued the updated circular on import of gold or silver by qualified jewellers and valid India-UAE CEPA Tariff Rate Quota Holders through IIBX, as Annexure 1. The updated circular so issued will make it convenient for the stakeholders to have access to various requirements including instructions or directions at one place.

Governing Board of the Market Infrastructure Institutions

Governance norms for the Market Infrastructure Institutions (“MIIs”) is specified under the IFSCA (MIIs) Regulations, 2021 (“MII Regulations”). According to the MII Regulations the Authority must specify the requirements to be fulfilled for appointment of directors on the Governing Board of the MII and the mechanism for performance review of the Public Interest Directors (“PIDs”). The requirements specified by the Authority, vide circular dated October 13, 2025, are as follows:

for the composition of the Governing Board of the MII – the directors of the Governing Board of the MII must have the prescribed qualifications and experience, such as:
1. directors must have qualifications and experience in the areas of capital markets, finance and accountancy, legal and regulatory practice, technology, risk management or administration;
2. at least 1 (one) PID must have the requisite qualification and experience in the areas of capital markets, finance and accountancy, legal and regulatory practice; and technology; and
3. MII may also appoint directors having qualifications and experience in other specialised areas;
for appointment of PIDs – the process requires the Nomination and Remuneration Committee to identify at least 2 (two) eligible candidates for each vacancy, and evaluate them based on their qualifications as well as experience, before recommending them to the Governing Board of the MII. The Governing Board conducts its own independent assessment and may request further information. The names along with brief profile of all the candidates shortlisted by the Governing Board must be submitted by the MII to the Authority for its approval. The Authority may select 1 (one) of the recommended candidates or, if unsatisfied, direct the MII to propose new candidates or nominate a PID itself. Once selected, the candidate must provide the additional documents as specified in Annexure 1;
for reappointment of a PID – for reappointing an existing PID, the MII must make an application to the Authority at least 2 (two) months prior to the expiry of the term of such PID, along with an application including the information pertaining to the participation of the PID in the meetings of various internal committees, the Governing Board, and any other information as may be required by the Authority. The existing PID may continue to hold office for a maximum period of 3 (three) months from the date of expiry of their term or till a new PID is appointed; and
for knowledge upgradation of PIDs – MIIs, in coordination with reputed institutions, may organise training programs in the areas of capital markets, technology, regulatory responsibilities, or any other relevant areas for the PIDs.

The circular seeks to ensure that MIIs in IFSCs maintain high standards of governance, transparency, and accountability, with this IFSCA aims to promote independent oversight and safeguard the integrity of financial markets within the IFSC ecosystem.

IFSCA (Listing) (Amendment) Regulations, 2025

IFSCA, vide notification dated October 14, 2025, has amended the IFSCA (Listing) Regulations, 2024. Some of the key amendments are as follows:

financial information provided in the offer document must not be older than 180 (one hundred and eighty) days (earlier this was 135 (one hundred and thirty five) days);
the issuer and lead manager(s) must ensure that the specified securities are allotted, and the payments and refunds are completed within 8 (eight) working days (earlier this was 5 (five) working days) from the date of closing of the issue; and
the listed entity must disclose the financial statements for first half of the financial year (earlier this was each of the first 3 (three) quarters of its financial year) to the recognised stock exchange(s) immediately after the approval of its board of directors, but in any event not later than 45 (forty five) days after the end of first half year.

Framework on Stewardship Code in IFSCs

To enhance investor protection and promote robust corporate governance, IFSCA, vide circular dated October 23, 2025, has specified a Framework on Stewardship Code (“FSC”). Accordingly, all FMEs and institutional investors in an IFSC are encouraged to adopt a Stewardship Code and actively participate in building a more responsible and resilient investment ecosystem at the IFSC. The Stewardship Code, as adopted, must be explicitly communicated to IFSCA and disclosed to its customers through its website. The FSC comprises of 7 (seven) core principles:

stewardship policy formulation and disclosures;
monitoring investee companies;
intervention in investee companies and escalation;
policy on dealing with conflict of interest;
voting by the investors;
collaboration with other investors; and
disclosure and reporting of stewardship.

The FSC seeks to ensure that entities managing or investing funds on behalf of clients act responsibly and transparently in the interests of their investors and the market. It encourages a long-term, sustainable approach to investment decision-making and engagement with investee companies.

This Newsletter has been prepared by:

Nand Gopal Anand
Partner

Rajul Bohra
Partner

Saurabh Sharma
Partner

Harshit Dusad
Principal Associate

Tanishq Sharma
Associate

Tags #RegulatoryUpdates, CrossBorderSettlement, FinanceRegulation, GIFTIFSC, GlobalMarkets, IFSCA, IndiaFinance, JSA, Leading Law Firm, Leading Lawyers, LegalUpdate, MarketInfrastructure, PaymentsRegulation

Weaver Services Private Limited to acquire majority stake in Centrum Housing Finance Limited

JSA Advocates & Solicitors advised Centrum Housing Finance Limited (“CHFL”) and Centrum Capital Limited (“CCL”) on the sale of CCL’s entire shareholding in CHFL to Weaver Services Private Limited (“Weaver”), subject to approval from the shareholders of CCL and CHFL, as well as other requisite statutory, regulatory and third party approvals.

Founded by Satrajit Bhattacharya, Weaver has been set up with an intent to enter the affordable home finance space and is backed by marquee investors such as Premji Invest, Light Speed, and Gaja Capital.

The JSA team was led by Partner Sidharrth Shankar with support from the Mergers & Acquisitions teamcomprising Partner Nandini Seth, Principal Associate Aditya Vardhan Dayal, Senior Associates Eksha Narayan, Rupaly Middha, Pranav Rao N, and Associate Aditya Sinha.

Financing related inputs were provided by Partners Utsav Johri and Megha Upadhyay.

The Competition team included Partners Vaibhav Choukse and Ela Bali, and Senior Associate Aditi Khanna.

Tags #CompetitionLaw, AcquisitionIndia, AffordableHomeFinance, CentrumHousingFinance, CorporateTransactions, FinancialServicesDeal, GajaCapital, HousingFinanceM&A, JSA, JSALegalAdvisory, LegalCounsel, LightSpeed, MergersAcquisitions, PremjiInvest, RegulatoryApprovals, WeaverServices

KM Newsflash | RBI Master Directions | November 2025

Please click here to download the Newsflash as PDF.

Reserve Bank of India issues function-wise master directions to rationalise regulatory instructions

As part of the latest step towards streamlining processes, the Reserve Bank of India (“RBI”) has issued 238 function-wise master directions. These directions consolidate more than 9,000 existing circulars and guidelines and repeal such circulars/ guidelines. This exercise involves a systematic reorganisation of the instructions applicable to regulated entities in India.

As part of this initiative, specific directions and guidelines have been issued for the following categories of regulated entities: (a) commercial banks; (b) small finance banks; (c) payments banks; (d) local area banks; (e) regional rural banks; (f) urban co-operative banks; (g) rural co-operative banks; (h) all India financial institutions; (i) non-banking financial companies (“NBFCs”); (j) asset reconstruction companies; and (k) credit information companies.

In addition to the aforesaid, the RBI has also issued seven new master directions on Digital Banking Channels Authorisation.

Notably, the specific directions applicable to each regulated entity cross refers to other directions to the extent such other directions are not contradictory. For instance, in case of NBFCs, different directions have been issued on (i) acquisition of shareholding or control, (ii) governance, (iii) securitisation transactions, (iv) financial statements (presentations and disclosures), (v) asset liability management, (vi) know your customer, (vii) credit cards issuance and conduct, and (viii) voluntary amalgamation, and the relevant directions applicable to housing finance companies also cross refer to such additional directions for the purpose of ease of compliance.

Further, it appears that certain procedures clarifications have also been carried out in the current directions. To illustrate, while the applications pertaining to change of shareholding or control of NBFCs were currently being made through Pravaah portal, the relevant master directions (including the scale-based regulations) did not make a reference to the said portal. The current Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025 do refer to the Pravaah portal.

Notwithstanding the said repeal: (a) any action taken under the repealed directions, instructions, or guidelines (“Repealed Law“) will continue to be governed by the provisions thereof; and (b) all approvals or acknowledgments granted under the Repealed Law will be governed by the new directions.

This Newsflash has been prepared by:

Sidharrth Shankar
Partner

Nandini Seth
Partner

Nabarun Ray
Senior Associate

For more details, please contact [email protected]

Tags #RBIUpdates, BankingRegulations, ComplianceEase, DigitalBankingChannels, FinancialPolicy, FinancialSectorReform, FinancialServicesIndia, IndianFinance, JSA, JSALegalAdvisory, Leading Law Firm, Leading Lawyers, Legal Updates, MasterDirections, RBIMasterDirections, RegulatedEntities, RegulatoryCompliance, RegulatoryRationalisation, RegulatoryStreamlining

JSA Brief | October 2025

This edition of the JSA Brief showcases JSA authored articles, updates & newsletters and achievements such as deals and events in all practice area over the preceding month (October 2025).

To read further details, click here or refer to the below document.

For more details, please contact [email protected]

*In case the document is not visible on the device you are using, please click the link above.

Tags Articles, Deal Making, Events, JSA, JSA Prism, Legal Updates, Newsletters, Publications, Recognitions

JSA Finance Newsletter | October Edition 2025

Please click here to download the document as a PDF.

This Newsletter provides a comprehensive overview of recent regulatory developments enacted by key financial sector authorities in India during the month of October 2025, reflecting a strategic advancement in regulatory oversight, market structure, and compliance frameworks.

The Securities and Exchange Board of India (“SEBI”) has announced substantial amendments to the SEBI (Issue of Capital and Disclosure Requirements (“ICDR”)) Regulations, 2018 (“ICDR Regulations”) revising anchor investor allocation norms to ensure balanced participation and risk distribution in public offerings. The revised norms, including tiered thresholds and investor reservations, are intended to enhance stability and transparency in primary markets. Additional regulatory measures include expanded activities for debenture trustees, harmonisation of trust deed requirements with the Companies Act, 2013, and streamlined the reporting obligations for Related Party Transactions (“RPT”). Key changes to the process of issuing and listing non-convertible securities further simplify market practices and enhance disclosure standards. It has expanded the permissible activities and rights of debenture trustees, and tightening timelines for information flow to debenture trustees under the Listing Obligations and Disclosure Requirements (“LODR”) framework.

The Reserve Bank of India (“RBI”) has instituted expanded investment opportunities for non-resident Special Rupee Vostro Account (“SRVA”) holders, authorising their participation in Corporate Debt Securities (“CDS”) and introducing robust protocols for demat account management, reporting, and compliance oversight. Further, the RBI has also issued directives to ease merchanting trade compliance and recognition of self-regulatory organisations, aiming to foster operational flexibility and effective industry self-governance.

Recent notification from the Ministry of Finance (“MoF”) introduces updated Banking Companies (Nomination) Rules, 2025, providing greater latitude for depositors in nominating beneficiaries and outlining mechanisms to ensure continuity and clarity in asset succession. RBI has amended the Foreign Exchange Management (Foreign Currency Accounts by a person resident in India) Regulations, 2015, permitting Indian exporters to open and maintain foreign currency accounts with overseas banks, including those in International Financial Services Centres (“IFSCs”), subject to specified conditions and timelines.

Additionally, RBI has released 2 (two) draft frameworks, the Capital Market Exposure Directions and a proposed overhaul of the External Commercial Borrowings (“ECB”) guidelines, signalling reforms to enable enhanced acquisition finance and to liberalise offshore borrowing and lending regimes in alignment with global market practices

Amendments by the Insolvency and Bankruptcy Board of India (“IBBI”) mark a further evolution in the liquidation and insolvency resolution processes, with the omission of select provisions pertaining to ‘going concern’ sales, reflecting refined approaches to corporate restructuring and stakeholder consultation.

RBI updates

Measures to provide flexibility and ease compliance burden on exporters, importers and merchanting traders

RBI, vide press release dated October 1, 2025, has announced new measures to ease the compliance burden on exporters, importers, and merchanting traders. Accordingly, the following changes in the extant directions have been made:

in the case of Merchanting Trade Transactions (“MTTs”), the RBI has increased the time-period for the forex outlay from 4 (four) months to 6 (six) months. This change facilitates Indian merchants manage their MTTs efficiently, keeping in view the global trade related uncertainties; and
based on the feedback received, the RBI has revised the directions related to closure of shipping bills in the export data processing and monitoring system. Accordingly, the revised directions will now also include small-value import transactions that are reported in the import data processing and management system under the simplified process for reconciliation/closure of such transactions.

Investment in CDS by non-resident through SRVA

With the objective to expand the investment avenues for SRVA holders, RBI has released circular dated October 3, 2025, permitting persons resident outside India holding SRVAs to invest their surplus rupee balances in CDS. Previously, such balances could only be invested in Central Government securities, including treasury bills. Under the new directive, SRVA holders are now allowed to invest their surplus rupee funds in non-convertible debentures, corporate bonds, and commercial papers issued by Indian companies. Such investments will count under the general route investment limits specified for foreign portfolio investors. For this purpose, the Authorised Dealer Category-I Banks (“AD Banks”) must:

open separate demat accounts for SRVA holders;
ensure adherence to investment limits; and
report transactions to SEBI registered depositories.

Recognition of Self-Regulatory Organisation for non-banking financial company

Pursuant to the invitation for applications issued on June 19, 2024, calling for entities to apply for Self-Regulatory Organisation (“SRO”)[1] status under the guidelines laid out in the ‘Omnibus framework for recognition of self-regulatory organisations for regulated entities of the RBI’, dated March 21, 2024, RBI, vide circular dated October 3, 2025, has decided to recognise the Finance Industry Development Council as a SRO for non-banking financial companies.

RBI amendments to the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018

RBI, vide gazette notification dated October 6, 2025, has issued the Foreign Exchange Management (Borrowing and Lending) (Amendment) Regulations, 2025. Pursuant to such amendment, the AD Banks are allowed to lend in Indian Rupees to a person resident outside India being individuals and banks in Bhutan, Nepal, and Sri Lanka for cross-border trade transactions.

Separately, RBI, has released draft amendments to the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, proposing deep structural reforms and revamp of the ECB framework. The reforms seek to simplify access to offshore debt by further broad basing eligibility for borrowers and lenders, liberalising end use restrictions, minimum average maturity and all-in-cost ceilings etc. Together, these changes signal a shift towards a more market-aligned and liberalised external borrowing regime.

For a detailed analysis on the draft amendments, please refer to the JSA Prism of November 6, 2025.

Foreign Exchange Management (Foreign Currency Accounts by a person resident in India) (Seventh Amendment) Regulations, 2025

RBI, vide notification dated October 6, 2025, has amended the Foreign Exchange Management (Foreign Currency Accounts by a person resident in India) Regulations, 2015. Pursuant to these amendments, Indian exporters are allowed to open and maintain foreign currency accounts with banks, outside India, including those located in IFSC for realisation of full export value and advance remittance received by the exporter towards export of goods or services. Funds in this account can be used to pay for imports into India or repatriated to India within 3 (three) months if the account is with a bank in an IFSC and by the next month for accounts in other jurisdictions, after adjusting for any forward commitments. These provisions are subject to compliance with the Foreign Exchange Management (Export of Goods and Services) Regulations, 2015.

MoF updates

New banking nomination rules for banking and co-operative banks

MoF, vide notification dated October 27, 2025, issued the Banking Companies (Nomination) Rules, 2025. Effective from November 1, 2025, these rules replace the earlier 1985 nomination rules[2] for banking and co-operative banks. Some of the key provisions are as follows:

the amended rules permit depositors to nominate up to 4 (four) people for their bank accounts and lockers and specify the share or percentage of entitlement for each nominee;
for nomination for deposit accounts, depositors may opt for either simultaneous or successive nominations, as per their preference;
for nomination for articles in safe custody and safety lockers, only successive nominations are permitted; and
Individuals maintaining deposits, articles in safe custody, or lockers may specify up to 4 (four) nominees, where the next nominee becomes operative only upon the death of the nominee placed higher, ensuring continuity in settlement and clarity of succession.

Verification and updating of client Know Your Customer information with the Central Know Your Customer Records Registry deemed valid for ‘intermediaries’ as defined under SEBI (KYC Registration Agency) Regulations, 2011

MoF, vide notification dated October 16, 2025, has notified that the provisions of sub-rule (1A), (1C) and (1D) of Rule 9 of the Prevention of Money-laundering (Maintenance of Records) Rules, 2005 (“PMLA Rules”) which rules will be applicable to the class of reporting entities ‘within the meaning of intermediary’ as defined in Regulation 2(1)(f) of the SEBI (KYC Registration Agency) Regulations, 2011 with the following modifications:

the said reporting entities must have the option to upload Know Your Customer (“KYC”) records on Central KYC Records Registry (“CKYCRR”) directly or through KYC Registration Agency (“KRA”);
the additional or updated information in respect of the KYC records uploaded by any such reporting entity with the KRA and subsequently uploaded by the KRA on the CKYCRR will be deemed to be an upload by the reporting entity on the CKYCRR for the purposes of Rule 9(1D) of the PMLA Rules and notification of updates in respect of KYC records by the CKYCRR to the KRAs will be deemed as CKYCRR informing the reporting entity of the update of such KYC records; and
the said reporting entities may for the purposes of Rule 9(1C) of the PMLA Rules, retrieve the KYC records from CKYCRR directly or through KRA.

SEBI updates

Minimum information to be provided to the audit committee and shareholders for approval of RPT

SEBI, vide circular dated October 13, 2025, has eased the requirement of providing minimum information to the audit committee and shareholders for approval of an RPT. If an RPT, whether individually or together with previous transaction(s) during a financial year, does not exceed 1% of annual consolidated turnover of the listed entity as per the last audited financial statements or INR 10,00,00,000 (Indian Rupees ten crore), whichever is lower, the listed entity has to provide minimum information. Such information must be as specified in the Industry Standards on “Minimum information to be provided to the Audit Committee for approval of Related Party Transactions” (affixed as Annexure 13-A of the circular). This requirement will not be applicable to transaction(s) which does not exceed INR 1,00,00,000 (Indian Rupees one crore). The same will be applicable on the notice being sent to the shareholders seeking approval for any RPT.

SEBI (Debenture Trustees) (Amendment) Regulations, 2025

SEBI, vide notification dated October 22, 2025, has amended the SEBI (Debenture Trustees) Regulations, 1993 (“DT Regulations”). The SEBI (Debenture Trustees) (Amendment) Regulations, 2025 significantly expand the activities debenture trustees can undertake and strengthen their rights and operational safeguards. Some of the key amendments are as follows:

a new Regulation 9C is inserted in the DT Regulations, which permits debenture trustees to undertake additional activities on an arms-length basis through separate business units. These activities include those under the purview of other financial sector regulators or other fee-based, non-fund-based activities related to the financial services sector that do not fall under any regulator’s purview. Further, trustees registered before this amendment have 6 (six) months to transfer existing activities to separate business unit(s). A debenture trustee must ensure that the net worth specified under the DT Regulations, must be ring-fenced from any adverse effects arising from these new permissible activities;
Regulation 14 of the DT Regulations is substituted, specifying that trust deeds must contain matters as per Section 71 of the Companies Act, 2013, and related rules, in a format and timeline specified by SEBI;
a new Regulation 15A of the DT Regulations is inserted granting debenture trustees explicit rights to aid their duties, including the ability to inspect the issuer’s books, trust property and records, call for relevant documents from issuers and intermediaries, and utilise the Recovery Expense Fund with debenture holders’ consent, in the manner as specified by SEBI.

SEBI (LODR) (Fourth Amendment) Regulations, 2025

SEBI, vide notification dated October 22, 2025, has amended the SEBI (LODR) Regulations, 2015, modifying Regulation 56 (Documents and Intimation to Debenture Trustees). Accordingly, listed entities must forward specific information to debenture trustees no later than 24 (twenty-four) hours of occurrence of an event or receipt of information as specified in regulation 56 of the LODR Regulations, unless otherwise specified. This replaces the previous requirement of forwarding information ‘promptly’.

SEBI (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2025

SEBI, vide notification dated October 22, 2025, has amended the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. These amendments aim to simplify and add flexibility to the process of issuing and listing non-convertible securities. Some of the key amendments are as follows:

issuers must now execute the trust deed according to a format and within the timelines specified by SEBI;
a proviso is inserted to Regulation 18 (1) of the principal regulations stating that the debenture trustee can accept deviations from the specified format, but the issuer must provide a summary of the deviations and rationale in the general information document/key information document or shelf prospectus; and
the previous requirement to structure the trust deed into 2 (two) parts (Part A (containing statutory/standard information pertaining to the debt issue) and Part B (containing details specific to the particular debt)) has been removed.

Key changes to the allocation norms for anchor investors introduced pursuant to the SEBI (ICDR) (Third Amendment) Regulations, 2025

SEBI, vide notification dated October 31, 2025, has introduced the SEBI (ICDR) (Third Amendment) Regulations, 2025. The key changes relating to the allocation norms for anchor investors in a book-built public issue are made under Schedule XIII, Part A, paragraph (10) of the SEBI (ICDR) Regulations, 2018. These are enumerated as below:

for issues with an allocation up to INR 250,00,00,000 (Indian Rupees two hundred fifty crore), a minimum of 2 (two) and a maximum of 15 (fifteen) anchor investors are permitted, with a mandatory minimum allotment of INR 5,00,00,000 crore (Indian Rupees five crore) per investor;
for issues with an allocations exceeding INR 250,00,00,000 (Indian Rupees two hundred fifty crore), a minimum of 5 (five) and a maximum of 15 (fifteen) investors are permitted for the first INR 250,00,00,000 (Indian Rupees two hundred fifty crore), plus an additional 15 (fifteen) investors for every subsequent INR 250,00,00,000 (Indian Rupees two hundred fifty crore) or part thereof, subject to a minimum allotment of INR 5,00,00,000 (Indian Rupees five crore) per investor; and
40% of the anchor investor portion is now reserved, with 33.33% reserved for domestic mutual funds and 6.67% reserved for life insurance companies and pension funds. Any under-subscription in the life insurance/pension fund category may be allocated to domestic mutual funds.

The amendments will come into force on the 30^th day from the date of their publication in the official gazette.

IBBI update

IBBI deletes provisions dealing with the liquidation and insolvency resolution processes, pertaining to ‘going concern’ sales

IBBI, vide notifications dated October 14, 2025, has issued the IBBI (Liquidation Process) (Second Amendment) Regulations, 2025 (“Liquidation Process Amendment Regulations”) and IBBI (Insolvency Resolution Process for Corporate Persons (“CIRP”)) (Sixth Amendment) Regulations, 2025. These amendments introduce significant changes to the treatment of ‘sale as a going concern’ under the insolvency and liquidation frameworks. The amendments under the Liquidation Process Amendment Regulations apply prospectively, only to cases where liquidation as a going concern has not yet started. The key amendments are as follows:

Regulation 31A(1)(f) of the IBBI (Liquidation Process) Regulations, 2016 (“LP Regulations”), which which previously required the stakeholder consultation committee to advise the liquidator on reviewing the marketing strategy in case of a failed ‘going concern’ sale has been omitted;
Regulation 32A of the LP Regulations, which previously governed the sale of the corporate debtor or its business as a going concern, has been omitted;
Regulation 39C of the CIRP regulations dealing with assessment of sale as a going concern, is omitted;
Clause (b) in paragraph 15 of Form H which deals with the compliance certificate to be filed by the resolution professional is omitted.

JSA update

Overview of RBI’s draft directions governing acquisition finance by commercial banks

RBI, on October 24, 2025, has published the draft RBI (Commercial Banks – Capital Market Exposure) Directions, 2025 (“CME Directions”), inviting comments and feedback. The CME Directions mark a strategic shift in India’s regulatory landscape by enabling commercial banks to finance domestic acquisitions (beyond the infrastructure sector) for the first time. This move consolidates the framework for capital market exposures and introduces a prudential regime for acquisition finance, including eligibility norms, security, and exposure ceilings. For lenders, this opens up new avenues for financing strategic growth, mergers and acquisition activity, and broader participation in domestic dealmaking.

For a detailed analysis, please refer to the JSA Prism of October 30, 2025.

This Newsletter has been prepared by:

Anish Mashruwala
Partner

Karan Mitroo
Partner

Kartikeya Dubey
Partner

Ankita Parasar Infrastructure & Project Finance Lawyer

Ankita Parasar
Partner

Aditya Bhayal
Senior Associate

For more details, please contact [email protected]

[1] Recognition of a SRO for non-banking financial companies in India brings stricter compliance, improved governance, and industry-wide ethical standards, ultimately fostering stability and growth in the sector.

[2] The Banking Companies (Nomination) Rules, 1985 and the Co-operative Banks (Nomination) Rules, 1985

Tags #RegulatoryUpdates, BankingAndFinance, FinanceUpdate, IBBI, IndiaFinance, Insolvency, JSA, Leading Law Firm, Leading Lawyers, LegalNewsletter, MinistryOfFinance, RBI, SEBI

IPO of Fujiyama Power Systems

JSA Advocates & Solicitors acted as the company’s counsel on the Rs. 8,280 million IPO of Fujiyama Power Systems Limited. The IPO comprised of a fresh issue of Rs. 6,000 million and an offer for sale by the promoters of Rs. 2,280 million.

The Equity Shares of the company were listed on BSE and NSE on November 20, 2025. Motilal Oswal Investment Advisors Limited and SBI Capital Market Limited acted as the lead managers.

Fujiyama Power Systems, with its brand ‘UTL Solar’, is a manufacturer of wide variety of products (such as panels, inverters, batteries) and solution provider in the roof-top solar industry, including on-grid, off-grid and hybrid solar systems.

The transaction was led by Partner Madhurima Mukherjee Saha, supported by the Equity Capital Markets team comprising Partner Anuj Pethia, Senior Associate Ambuj Gupta, and Associates Kumar Shubham, Priyanshi Bajajand Adnan Danish.

Tags Capital Markets India, Corporate Fundraising Deals, ECM Deal Highlights, ECM Legal Advisory, IPO Advisory Expertise, IPO Regulatory Compliance, JSA, JSA Capital Markets, Law Firm, Leading Law Firm, Leading Lawyers, Legal Advisory, Legal Advisory Excellence, Market Expansion India, Private Equity, Public Offering Insights, Renewable Energy Growth, Solar Manufacturing Sector

Decoding India's New Labour Codes - A Snapshot

Labour Codes Summary | November 2025

JSA Blog | Shifting Gears: Merger of Insurance Companies

Setting the stage for Labour Codes implementation

Mint BFSI Summit 2025 IPO Surge: Guardrails for Investors

New Filters: Banking and Finance (including Securities)

The Securities and Exchange Board of India amends Alternative Investment Funds regulations to introduce ‘Accredited Investors Only Fund’

Background to the AIF Third Amendment

Key amendments

Conclusion

Navigating Reserve Bank of India’s new KYC Master Directions

The new structure

Conclusion

Deadline for implementing revised norms for principal officer and compliance officer extended

Inter-operable regulatory sandbox: frequently asked questions

Notification of bye-laws, rules and regulations governing operations of FCSS

Reserve Bank of India issues function-wise master directions to rationalise regulatory instructions

RBI updates

Measures to provide flexibility and ease compliance burden on exporters, importers and merchanting traders

Investment in CDS by non-resident through SRVA

Recognition of Self-Regulatory Organisation for non-banking financial company

RBI amendments to the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018

Foreign Exchange Management (Foreign Currency Accounts by a person resident in India) (Seventh Amendment) Regulations, 2025

MoF updates

New banking nomination rules for banking and co-operative banks

Verification and updating of client Know Your Customer information with the Central Know Your Customer Records Registry deemed valid for ‘intermediaries’ as defined under SEBI (KYC Registration Agency) Regulations, 2011

SEBI updates

Minimum information to be provided to the audit committee and shareholders for approval of RPT

SEBI (Debenture Trustees) (Amendment) Regulations, 2025

SEBI (LODR) (Fourth Amendment) Regulations, 2025

SEBI (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2025

Key changes to the allocation norms for anchor investors introduced pursuant to the SEBI (ICDR) (Third Amendment) Regulations, 2025

IBBI update

IBBI deletes provisions dealing with the liquidation and insolvency resolution processes, pertaining to ‘going concern’ sales

JSA update

Overview of RBI’s draft directions governing acquisition finance by commercial banks

Deals & Matter Corner

Articles & Publications

JSA Live

Blogs

Disclaimer & Confirmation