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Expert Commentary on India’s Crypto Policy – Manvinder Singh on Crypto Corner

Screenshot from a CNBC Awaaz program discussing cryptocurrency investments, featuring two presenters speaking via video call.

Our Partner, Manvinder Singh, was recently invited to participate in CNBC-Awaaz’s programme, Crypto Corner. This exclusive segment explored the intricate landscape of cryptocurrencies in India and the evolving regulatory framework influencing their adoption.

Tags Blockchain, CNBC Awaaz, Crypto Corner, Crypto India, Cryptocurrency, Digital Assets, Financial Innovation, Fintech, JSA, Leading Law Firm, Leading Lawyers, RegTech

JSA Prism | Finance | October 2025

Business professionals analyzing financial data and graphs using digital devices and printed charts.

Please click here to download the Prism as a PDF.

Overview of the Reserve Bank of India’s draft directions governing acquisition finance by commercial banks

The Reserve Bank of India (“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 are applicable to all Commercial Banks (excluding Small Finance Banks, Regional Rural Banks, Local Area Banks, and Payment Banks) (the “Banks”). The CME Directions are proposed to come into force on (a) April 1, 2026; or (b) such other earlier date when the CME Directions are adopted by a Bank in entirety.

The CME Directions intend to consolidate the regulatory framework for governing capital market exposures (“CME”) by Banks. CME is classified as being either direct (“Investment Exposure”) or indirect (“Credit Exposure”):

Investment Exposures: Investment Exposures include direct investment by Banks in equity and preferences shares, convertible bonds and debentures, units of equity mutual fund schemes, and units of Alternative Investment Funds (“AIFs”); or
Credit Exposures: Credit Exposures include, inter alia:
- acquisition finance;
- advances by Banks to individuals or corporates, which are secured by collateral of shares, convertible bonds and debentures, units of all mutual fund schemes except debt schemes;
- loans sanctioned to corporates against the security of shares/bonds/debentures or other securities, or on clean basis, for meeting promoter’s contribution to the equity of new companies in anticipation of raising resources or for acquisition of other companies in part or full; and
- bridge loans to companies against expected equity flows/issues of equity or preference shares or convertible bonds and debentures.

Salient features of the CME Directions

Below is a summary of the key features of the CME Directions, with a particular focus on the provisions applicable to Bank financing of acquisitions, of both Indian and overseas companies, and the prudential framework prescribed by RBI in this context.

Acquisition finance:

‘Acquisition finance’ is defined to mean providing finance either:

directly to an Indian company (the “acquiring company”); or
to a Special Purpose Vehicle (“SPV”) set up as a company by such acquiring company (the acquiring company and the SPV are collectively referred to as the “Acquirer”);

for purchase of all or a controlling portion of another domestic or foreign company’s (the “target company”) shares or assets to gain control over the target company and its operations.

For the purposes of this definition, ‘control’ includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner.

Eligible borrowers:

The Acquirer is required to be an Indian body corporate (other than financial intermediaries such as Non – Banking Financial Companies (“NBFCs”), AIFs); and
The acquiring company is required to be a listed entity with a satisfactory net worth and which has made profits for the preceding 3 (three) years.

Eligible target companies: The target company should:

have audited annual returns for at least the last 3 (three) financial years; and
not be a ‘related party’ (as defined in Section 2(76) of Companies Act, 2013) of the acquiring company.

Nature of acquisition: Post acquisition, the acquiring company should gain ‘control’ of the target. The acquisition should be driven by the core objective of long-term value creation and not mere financial restructuring for short term gains.

Security:

The financing is required to be secured by shares of the target company as primary security. However, the limits under Section 19(2) and 19(3) of Banking Regulation Act, 1949 would apply to such pledge.
Other assets of the Acquirer and/or the target company may be taken as additional security, as per the Bank’s internal policy.

The residual maturity of the securities (in case of securities with fixed maturity) taken as collateral should be equal to or longer than the tenor of the loan.

Eligible Securities:

Listed Group 1 equity shares and preference shares.
Government securities including treasury bills and Sovereign Gold Bonds (“SGBs”).
Commercial paper and non-convertible debentures of original or initial maturity of upto 1 (one) year.
Listed debt securities, including convertible debt securities, rated BBB or higher.
Units of mutual fund schemes which are listed or where repurchase/redemption facility is available for such units through the asset management company.
Units of Exchange Traded Funds (“ETFs”) (excluding commodity ETFs)
Units of Real Estate Investment Trust (“REITs”) and Infrastructure Investment Trusts (“InvITs”),
(collectively, the “Eligible Securities”).

Prohibited lending:

The CME Directions explicitly prohibit Banks from extending loans:

against their own securities;
against partly paid shares;
against bonds or money market instruments issued by other banks, NBFCs, or All India Financial Institutions (AIFIs);
against securities under lock-in;
against Indian Depository Receipts (IDRs);
against securities issued by entities to which they are not permitted to grant loans under RBI regulations; or
to companies for buy-back of their own shares/securities.

Loans for general business purposes:

In addition to acquisition finance, Banks may also extend loans for general business purposes:

to commercial entities (not in the nature of financial entities) against Eligible Securities for working capital or other productive purposes. Such financing is also subject to the Bank’s internal policies; and
as bridge finance to corporates, against Eligible Securities already held by them for financing promoters’ stake in new companies. In such cases, the acquiring company must have a firm plan and capability to raise financial resources to repay the loan within 1 (one) year from the date of first disbursal of the bridge finance.

Lending by Banks for general business purposes will be subject to the following Loan to Value (“LTV”) ceilings:

Eligible Security	LTV ceiling
Government securities including T-Bills	As per the Bank’s policy
SGBs	As applicable in case of loans against gold and silver collateral in accordance with RBI guidelines
Listed shares and listed convertible debt securities	60%
Mutual Funds (excluding debt mutual funds), units of ETF (excluding commodity ETFs) and units of REITs/InvITs	75%
Debt mutual funds	85%
Listed debt securities	Rated AAA: 85% Rated AAA- / BBB: 75%
Commercial papers	Rated A1: 85% Rated A2-A3: 75%

Banks should monitor the end use of funds in such cases and ensure that the funds are not used for speculative purposes.

Prudential requirements in relation to acquisition finance:

Limit on aggregate exposure towards acquisition finance: The limits should not exceed 10% of the Bank’s Tier 1 capital as on March 31 of the previous financial year. This ceiling is to be complied with on an ongoing basis.
Board-approved policy on acquisition finance: The Banks are required to put in place a policy on acquisition finance. This policy should include, at the minimum, the overall limit, terms and conditions in relation to eligibility of borrowers, security, margin, and applicable risk management and monitoring norms.
Valuation: Acquisition value of the target company to be determined by 2 (two) independent valuations in accordance with the relevant regulations prescribed by the Securities and Exchange Board of India.
Funding threshold: Banks are only permitted to fund up to 70% of the acquisition value of the target company. The balance 30% is required to be funded by the acquiring company in the form of equity and using its own funds.
Debt-to-equity ratio (“DE Ratio”): Post-acquisition, the DE Ratio should be within the prudential limits specified in the Bank’s internal policies but should not exceed 3:1. The credit assessment should be based on the combined balance sheet of the acquiring company and the target company.
Other considerations: (i) End use of funds should be monitored; (ii) suitable risk limits should be specified by the Banks by taking into account inter alia the liquidity, volatility, and potential stress period corrections in the price of securities; and (iii) systems to be implemented for continuous monitoring of the financing provided, with early warning systems and regular stress testing.

CME ceilings:

Aggregate CME, on a solo basis	Should not exceed 40% of the Bank’s Tier 1 capital as on March 31 of the previous financial year
Aggregate CME, on a consolidated basis	Should not exceed 40% of the consolidated Tier 1 capital as on March 31 of the previous financial year
Aggregate of the Bank’s Investment Exposure and acquisition finance exposure	Should not exceed 20% of the solo and consolidated Tier 1 capital of the Bank, as applicable

The aforesaid limits are required to be maintained by the Banks on an ongoing basis. Banks are permitted to have lower prudential ceilings under their respective board-approved policies. Prudential ceilings applicable to specific Credit Exposures have been set out under the CME Directions and should be complied with when undertaking such Credit Exposure.

Any breach of the prudential ceilings due to acquisition of equity shares by Banks pursuant to the process of restructuring of their loans and advances would not result in a breach of the CME Directions, subject to other statutory restrictions, necessary reporting to the RBI and disclosure in the financial statements of the Banks.

Conclusion

The proposed regulations are a timely and strategic move to strengthen mergers and acquisitions and capital market activity in India. While Indian banks have long been permitted to finance overseas acquisitions, domestic acquisition financing (except in the infrastructure sector) has historically been restricted. These changes mark a significant shift in enabling broader participation by banks in financing domestic acquisitions. A few observations are set out below:

under the CME Directions, security structures for acquisition financings need to be further analysed. While security over shares of the target company is to be provided as primary security, pledge over shares of the target company can be created by the Acquirer only as a condition subsequent to the disbursement of the loan. Further, in case the target company is a public company, its ability to offer additional security or guarantees for the loan may be impacted on account of the financial assistance restrictions set out in the Companies Act, 2013;
it appears that financing is permitted to be extended only to a listed company or an SPV set up by such listed company. This could exclude subsidiaries of a listed company with existing operations. This could also raise potential issues whereby the SPV may have to be classified as a core investment company (CIC), triggering additional regulatory compliances and structuring complications for the SPV; and
the CME Directions prescribe that the acquisition should be made for the purpose of gaining control of the target company. However, the scope of ‘controlling portion’ requires further clarification. Although ‘control’ is defined to include the right to appoint a majority of directors or to influence management or policy decisions through management rights or shareholder agreements, it remains unclear whether this necessarily implies acquisition of majority shareholding or if control acquired through contractual arrangements would also qualify.

This is a welcome regulatory move by RBI. It is essential that all stakeholders actively engage during this consultation period to share their concerns and suggestions, enabling the RBI to shape guidelines that are both effective and facilitative.

This Prism has been prepared by:

Soumitra Majumdar
Partner

Shrijita Bhattacharya
Partner

Harvi Shah
Principal Associate

Gavin Pais
Junior Associate

For more details, please contact [email protected].

Tags Acquisition Finance, Banking Law, Banking Regulations, Capital Markets, Corporate Finance, Financial Sector, JSA, Leading Law Firm, Leading Lawyers, Mergers and Acquisitions, Prism, RBI, RBI Updates

JSA advises J.P. Morgan, in its capacity as a manager to the offer, in the open offer made by Emirates NBD Bank (P.J.S.C.) to the public shareholders of RBL Bank Limited

Two people shaking hands across a desk with documents, coffee, and a laptop in the background.

JSA is advising J.P. Morgan, in its capacity as the manager to the open offer, in the open offer made by Emirates NBD Bank (P.J.S.C.) to the public shareholders of RBL Bank Limited (“Bank”). The Bank is listed on BSE and NSE.

The underlying transaction involves a preferential issue by the Bank for an amount not exceeding ~USD 3 billion with an open offer size of ~USD 1.3 billion.

The transaction is a landmark transaction on account of being:
The largest foreign direct investment in the Indian financial services sector;
The largest equity fund raise in the Indian banking sector;
The largest fund raise via preferential issue by a listed entity;
The first acquisition of majority interest in a profitable Indian bank by a foreign bank

The transaction was led by Partner, Anand Lakra with support from Principal Associate, Ami Shah, Associate, Janhavi Jagtap, and Associate, Viraja Shah.

Tags Banking Deal, Corporate Law, Emirates NBD Bank, Financial Services, Foreign Investment, J.P. Morgan, JSA, Leading Law Firm, Leading Lawyers, Legal Advisory, Mergers and Acquisitions, Open Offer, RBL Bank

JSA Newsletter | Finance | September Edition 2025

Please click here to download the Newsletter as PDF.

September 2025 witnessed a flurry of regulatory activity across India’s financial sector, with both, the Securities and Exchange Board of India (“SEBI”) and the Reserve Bank of India (“RBI”), introducing a series of amendments and frameworks aimed at deepening market transparency, easing compliance and strengthening investor protection. Further, the Supreme Court of India (“Supreme Court”) in the insolvency space, has provided greater clarity and certainty for creditors relying on financial disclosures to preserve their rights under the Insolvency and Bankruptcy Code, 2016 (“IBC”).

SEBI introduced notable amendments through the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025, which refine issuer obligations in initial public offerings, revise eligibility norms for social enterprises and streamline disclosures for Qualified Institutions Placements (“QIPs”). SEBI further notified the SEBI (Real Estate Investment Trusts (“REITs”)) (Second Amendment) Regulations, 2025 and the SEBI (Infrastructure Investment Trusts (“InvITs”)) (Third Amendment) Regulations, 2025, which clarify key definitions, refine valuation and disclosure requirements for quarterly and annual submissions. They also introduce enhanced reporting duties for sponsors, managers and investment managers.

The SEBI (Alternative Investment Funds (“AIF”)) (Second Amendment) Regulations, 2025 establish a structured framework for Co-investment Schemes (“CIV Schemes”) within the AIF ecosystem, expand governance requirements and comprehensively reform the angel fund regime. Complementary operational guidelines set out modalities for co-investments, while further amendments ease compliance requirements for Foreign Portfolio Investors (“FPIs”) investing solely in Government Securities (“G-Secs”).

RBI has likewise implemented a suite of prudential and operational reforms, including the RBI (Regulation of Payment Aggregators) Directions, 2025, which establish a unified framework for both bank and non-bank payment aggregators with clear rules, cross-border payouts, and the inclusion of offline aggregators. RBI has also mandated two-factor authentication for all domestic digital payment transactions via the RBI (Authentication Mechanisms for Digital Payment Transactions) Directions, 2025. To augment prudential standards, the eligible limit for Perpetual Debt Instruments in AT-1 capital has been revised. The Foreign Exchange Management (Debt Instruments) (Fourth Amendment) Regulations, 2025 expand investment options for non-residents with rupee accounts, now covering a wider array of corporate and government debt securities in line with RBI terms and conditions.

SEBI updates

Revisions to disclosures and financial reporting timelines of InvITs

SEBI, vide notification dated September 2, 2025, has issued the SEBI (InvITs) (Third Amendment) Regulations, 2025, amending the SEBI (InvITs) Regulations, 2014 (“InvIT Regulations”). Some of key amendments are as follows:

a proviso is inserted to the definition of the term ‘public’ stating that the sponsor, sponsor group, investment manager and project manager of the InvIT will not be considered as ‘public’ for the purpose of the InvIT Regulations;
Sub-regulation 5A is inserted to Regulation 21 of the InvIT Regulations (dealing with valuation of assets), stating that where the consolidated borrowings and deferred payments of an InvIT, in terms of Regulation 20 of the InvIT Regulations, exceeds 49%, a quarterly valuation of the assets of the InvIT must be conducted by the valuer as at the end of the quarters ending June, September and December for incorporating any key changes from the previous quarter. Such quarterly valuation report must be submitted by the investment manager to the designated stock exchange(s) along with the quarterly financial results of the corresponding quarter. The InvIT will not be required to submit the quarterly valuation report for the quarter ending on September 30 if such InvIT has submitted half yearly valuation at the end of half year ending September 30; and
Regulation 4A is inserted to Regulation 23 of the InvIT Regulations (dealing with disclosures), stating that the investment manager of an InvIT must submit a quarterly report to the designated stock exchange(s) along with the quarterly financial statements for the quarters ending June, September and December if the consolidated borrowings and deferred payments of such InvIT, in terms of Regulation 20, is above 49%.

SEBI (REITs) (Second Amendment) Regulations, 2025

SEBI, vide notification dated September 2, 2025, has issued the SEBI (REITs) (Second Amendment) Regulations, 2025, amending the SEBI (REIT) Regulations, 2014 (“REIT Regulations”). Some of the key amendments are as follows:

a proviso is inserted to the definition of the term ‘public’ stating that the sponsor, sponsor group and manager of the REIT will not be considered as ‘public’ for the purpose of the REIT Regulations;
a proviso is inserted to Regulation 18(16)(aa)(i) of the REIT Regulations stating that if the net distributable cash flow generated by the holding company on its own is negative, then such holding company may adjust it against the cash flows received from its underlying special purpose vehicles provided that it makes appropriate disclosures in this regard to the unitholders in such form and manner as may be specified by SEBI; and
a proviso is inserted to Regulation 21(4) of the REIT Regulations with respect to valuation of assets, stating that full valuation must be conducted as at the end of the financial year ending March 31 and the valuation report must be submitted by the manager to the designated stock exchange(s) along with the annual financial results.

Streamlining the process for surrender of Know Your Customer registration agency registration

SEBI, vide circular dated September 5, 2025, has streamlined the process for Know Your Customer (“KYC”) Registration Agencies (“KRAs”) to surrender their registration, for voluntary/involuntary scenarios, so that their critical operations and services are wound down in an orderly manner. A KRA must make the Standard Operating Procedure (“SOP”) for winding down available on their websites within 90 (ninety) days from September 5, 2025. The SOP must be reviewed periodically as and when circumstances warrant/necessitates or at least once in 5 (five) years. A KRA surrendering its certificate of registration must constitute an oversight committee which will be responsible for monitoring the winding down process, including transfer of KYC data, seamless investor services, as specified under the SOP. The circular provides a model SOP, detailing the process of selection of transferee KRA, procedure to be followed in scenario of voluntary surrender of registration/winding down and procedure to be followed in scenario of involuntary surrender of registration/winding down.

AIF amendments and co-investment framework

SEBI, vide circulars dated September 9, 2025 and September 10, 2025, has amended the SEBI (AIFs) Regulations, 2012, increase operational clarity, investor protection and ease of doing business. These changes include new rules for CIV Schemes, stricter investor criteria and enhanced compliance requirements for fund managers and sponsors. Some of the key amendments are as follows:

CIV Scheme: The term CIV Scheme is inserted to mean a scheme of a Category I AIF or Category II AIF, which facilitates co-investment to investors of a particular scheme of an AIF, in unlisted securities of an investee company where the scheme of the AIF is making investment or has invested. The term ‘shelf placement memorandum’ is inserted to mean a placement memorandum filed by an AIF for launching CIV Schemes.
Co-investment through a CIV Scheme will be carried out by manager of Category I AIFs or Category II AIFs, subject to certain key operational modalities as specified below:
- managers of AIFs must make co-investment for an investor in an investee company either through co-investment portfolio managers under SEBI (Portfolio Managers) Regulations, 2020 or CIV Scheme route;
- manager of AIF must file a shelf placement memorandum (in the prescribed template), that inter alia includes, principal terms relating to co-investments, governance structure and regulatory framework for co-investment;
- each CIV Scheme must have a separate bank account and demat account and assets of each CIV Scheme must be ring fenced from assets of the other schemes; and
- co-investments of an investor in an investee company across CIV Schemes must not exceed 3 (three) times of the contribution made by such investor in the total investment made in the said investee company through the scheme of the AIF to which the aforesaid CIV Schemes are affiliated.
Angel funds: Angel funds are decoupled from venture capital fund definitions and recognised directly under Category I AIF. These are restricted from raising money solely from accredited investors by issuing units. Further, the key management personnel of the fund or its manager are also permitted to invest in these funds and the requirement for a minimum investment threshold for angel investors has been removed. SEBI has prescribed specific conditions and modalities with respect to various provisions pertaining to angel funds. Some of the key provisions are as follows:
- angel funds must raise funds only from accredited investors by way of issue of units, in the prescribed manner;
- an angel fund must on-board at least 5 (five) accredited investors before declaring its first close in the prescribed manner;
- an angel fund must not launch any schemes for soliciting funds from angel investors or making any investments. Accordingly, investments in investee companies must be made directly by angel funds, without the requirement of launching a scheme for this purpose;
- angel funds must invest directly in investee companies (without launching solicitation schemes) and can make in existing investee companies which are no longer start-ups (up to INR 25,00,00,000 (Indian Rupees twenty-five crore), subject to pro-rata rights;
- investments are now subject to a lock-in of 1 (one) year, reduced to 6 (six) months if exited via sale to third parties (buy-back by the investee company or purchase by its promoters or their associates are excluded). Any such sale must be subject to terms of articles of association of the investee company; and
- the investors of an angel fund will have rights in an investment of the angel fund and in the distribution of proceeds of the investment, pro-rata to their contribution to such investment.

Ease of regulatory compliances for FPIs investing only in G-Secs

To facilitate ease of regulatory compliances for FPIs investing only in G-Secs (“GS-FPIs”), SEBI, vide circular dated September 10, 2025, has amended the Master Circular for FPIs, Designated Depository Participants and Eligible Foreign Investors dated May 30, 2024 as follows:

FPIs that invest exclusively in G-Secs under fully accessible route will not be required to furnish investor group details;
GS-FPIs are now exempted from providing detailed investor group information and from the need to inform SEBI of certain changes in their information, except for material changes;
the requirement for a declaration of no changes during the 3 (three)-year registration renewal period will not apply to GS-FPIs;
to facilitate transition between regular FPI and GS-FPI, new mechanism is established under Para 19 for FPIs to easily transition between being a regular FPI and a GS-FPI, and vice versa; and
KYC review process is simplified, by aligning its periodicity with the FPI’s bank account KYC cycle as prescribed by RBI.

The provisions of this circular will come into force with effect from February 8, 2026.

Amendment to custodian regulations

SEBI, vide notification dated September 18, 2025, has notified the SEBI (Custodian) (Amendment) Regulations, 2025. These amendments, which will take effect after six months i.e. from March 17, 2026, aim to make custodians of securities financially stronger, more accountable and compliant with higher governance standards. Some of the key amendments are as follows:

a custodian, who was granted a certificate of registration prior to the commencement of the SEBI (Custodian) (Amendment) Regulations, 2025, must, within 3 (three) years from such commencement, raise its net worth to not less than INR 75,00,00,000 (Indian Rupees seventy-five crore), separately and independently, of the capital adequacy requirements, if any, for each activity undertaken by it under the relevant regulations;
the term ‘physical’ has been explicitly inserted before ‘securities and computer systems’ in Regulation 6. This clarifies that custodians are responsible not just for dematerialised assets but also for the safe custody of physical securities;
custodians can now offer a broader range of financial services, moving away from a rigid structural separation to a more flexible functional separation within a single entity;
Regulation 19B is inserted dealing with obligations and responsibilities for custodians to establish strong governance structures, risk management policies, framework for orderly winding down and operational infrastructure; and
the Third schedule dealing with the code of conduct is amended. Key provisions include:
- avoiding unfair competition and misleading advertising;
- ensuring director and senior management ‘fit and proper’ status;
- client grievance redressal mechanisms;
- transparent and honest disclosures to regulators; and
- strong internal controls to prevent fraud, theft, and misconduct.

RBI updates relevant to corporate customers

Directions for mandating authentication mechanisms for digital payment transactions

RBI, vide circular dated September 25, 2025, has issued the RBI (Authentication Mechanisms for Digital Payment Transactions) Directions, 2025. These directions are applicable to all payment system providers and payment system participants (banks and non-banks) and to all domestic digital payment transactions, unless specifically exempted. These will be effective April 1, 2026, mandating two-factor authentication for all transactions. Issuers must implement mechanisms for handling cross-border Card Not Present transactions by October 1, 2026, and register their bank identification numbers with card networks.

Perpetual debt instruments denominated in foreign currency/rupee-denominated bonds overseas

RBI, vide circular dated September 29, 2025, has issued directions to all scheduled commercial banks, all small finance banks and all payments banks revising the eligible limit for perpetual debt instruments denominated in foreign currency/rupee-denominated bonds overseas. Consequently, such instruments will be eligible for inclusion in Additional Tier 1 capital to a maximum of 1.5% of risk weighted assets as per the latest available financial statements (audited or subjected to limited review).

Foreign Exchange Management (Debt Instruments) (Fourth Amendment) Regulations, 2025

RBI, vide notification dated September 30, 2025, has notified the Foreign Exchange Management (Debt Instruments) (Fourth Amendment) Regulations, 2025, amending the Foreign Exchange Management (Debt Instruments) Regulations, 2019. The amendment aims to expand and clarify the scope of investment permissions for non-residents holding rupee accounts under the Foreign Exchange Management (Deposit) Regulations, 2016. The amendment now allows non-residents with rupee accounts to purchase or sell dated G-Secs/treasury bills and non-convertible debentures/bonds and commercial papers issued by an Indian company, as per terms and conditions specified by RBI (earlier, non-convertible debentures/bonds and commercial papers were not included).

RBI (Lending Against Gold and Silver Collateral) (1st Amendment) Directions, 2025

RBI, vide notification dated September 29, 2025, has amended the RBI (Lending Against Gold and Silver Collateral) Directions, 2025, by permitting scheduled commercial banks or a tier 3 (three) or 4 (four) urban cooperative bank to extend need-based working capital finance to borrowers who use gold/silver as a raw material, or as an input in their manufacturing or industrial processing activity, for which such gold and silver may also be accepted as security. However, banks extending such finance are required to ensure that borrowers do not acquire or hold gold for investment or speculative purposes.

JSA updates

Streamlining of qualified institutions placement disclosures

SEBI, vide notification dated September 8, 2025, has notified the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 (“Amendment Regulations”). The Amendment Regulations introduce substantive changes to the disclosure framework for QIPs under Schedule VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The amendments are aimed at simplifying and streamlining the information included in placement documents for QIP. The objective of these amendments is to eliminate the repetitive content and align the QIP disclosures with information already available through periodic filings under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The revised approach marks a pivotal shift towards concise, issue-specific disclosures, recognising that qualified institutional buyers are sophisticated investors with access to extensive public information on listed issuers.

For a detailed analysis, please refer to the JSA Prism of September 13, 2025.

Legal and regulatory analysis of the new Payment Aggregators Directions

RBI has issued the new Master Directions on the Regulation of Payment Aggregators (“PAs”), effective September 15, 2025 (“New PA Directions”). It aims to standardise the regulatory framework and provide greater clarity to the payments sector. Key updates include explicit coverage of offline PAs, clarification of the RBI’s position on third‑party payouts and standardised merchant KYC practices for PAs. While the New PA Directions formalise many practices and offers welcome clarity, certain areas, most notably the classification of hybrid physical/online transactions and the wording around simplified KYC, may still require further clarification.

For a detailed analysis, please refer to the JSA Prism of September 18, 2025.

Entries in balance sheets amount to acknowledgment of debt under Section 18 of the Limitation Act, 1963 even if creditor is not specifically named

The Hon’ble Supreme Court of India (“Supreme Court”), in the case of IL&FS Financial Services Limited vs. Adhunik Meghalaya Steels Private Limited[1], has reaffirmed that entries in a company’s audited balance sheet constitute a valid acknowledgment of debt under Section 18 of the Limitation Act, 1963, even if the creditor is not expressly named. The Supreme Court clarified that such acknowledgment reflects a continuing jural relationship and is sufficient to extend limitation for initiating proceedings under the IBC. Importantly, the ruling also harmonises the application of the Supreme Court’s COVID-19 extension orders with the principle of acknowledgment, thereby providing critical guidance on computation of the limitation period. This decision is a significant reaffirmation of creditor rights, underscoring that statutory financial disclosures can effectively preserve limitation and ensure access to remedies under the IBC.

For a detailed analysis, please refer to the JSA Prism of September 2, 2025.

This Newsletter has been prepared by:

Anish Mashruwala
Partner

Srinjoy Bhattacherjee
Partner

Swarna Hardikar
Senior Associate

Arpita Mittal
Associate

For more details, please contact [email protected]

[1] Civil Appeal No. 5787 of 2025 (decided on July 30, 2025)

Tags Banking, Finance Newsletter, Financial Regulation, India Law, Insolvency, JSA, Leading Law Firm, Leading Lawyers, Legal Update, RBI, SEBI, Supreme Court of India

JSA advised on the institutional placement of Units by IRB InvIT Fund, the largest institutional placement of Units by a publicly listed InvIT

Aerial view of a brightly lit city highway interchange at night with light trails of moving cars and illuminated skyscrapers in the background.

JSA advised the lead managers in the institutional placement of Units of IRB InvIT Fund (“InvIT”), which is India’s first InvIT. This was the largest institutional placement of Units by a publicly listed InvIT in India aggregating to INR 32,484.30 million. The InvIT is sponsored by IRB Infrastructure Developers Limited.

Kotak Mahindra Capital Company Limited, CLSA India Private Limited and Motilal Oswal Investment Advisors Limited acted as the lead managers to the transaction.

Our transaction team comprised Lead Partner – Arka Mookerjee, Partner – Pracheta Bhattacharya, Principal Associates – Sourav Modi and Ananth Balaji, and Associates – Jeebitesh Bhattacharya, Bhavna Sancheti, Aditya Shendye, Palak Karundia and Ayushi Pandit.

Tags #CapitalMarkets, #CorporateLaw, #IndianEconomy, #LegalAdvisory, CapitalRaising, FinancialServices, IndiaBusiness, Infrastructure, InstitutionalPlacement, Investment, InvestmentFunds, InvIT, IRBInvITFund, JSA, Leading Law Firm, Leading Lawyers, LegalDeals, TransactionAdvisory

JSA Advised Nuvama Wealth Management Limited in regard to Anantam Highways Trust IPO worth ₹4,000 million

Stock market display board with glowing IPO letters and financial graph, symbolising Initial Public Offering and capital market trends.

JSA Advocates & Solicitors advised Nuvama Wealth Management Limited in relation to the initial public offering of units of Anantam Highways Trust, an infrastructure investment trust, comprising an issuance of units aggregating to ₹4,000.00 million.

As part of the transaction, the InvIT has also acquired seven road assets, which operate on a hybrid annuity model, from Dilip Buildcon Limited and its associates, as well as from certain associates of Alpha Alternatives Holding Private Limited.

The Trust filed its final offer document with SEBI on October 13, 2025, and subsequently listed its Units on the stock exchanges on October 16, 2025.

The JSA team was led by Partner Arka Mookerjee, with support from the Equity Capital Markets team, comprising Partner Siddhartha Desai, Principal Associate Sourav Modi, and Associates Jeebitesh Bhattacharya and Vaishnavi Kokkonda.

JSA Advised SBI Capital Markets, Axis Capital and JM Financial on Canara Robeco IPO

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

JSA Advocates & Solicitors advised SBI Capital Markets Limited, Axis Capital Limited, and JM Financial Limited, the Book Running Lead Managers, in relation to the initial public offering (IPO) of equity shares of Canara Robeco Asset Management Company Limited.

The IPO comprised an offer for sale by the promoter selling shareholders, Canara Bank and ORIX Corporation Europe N.V., aggregating to ₹13,261.26 million.

The JSA team was led by Partner Arka Mookerjee, with support from the Equity Capital Markets team comprisingPartner Siddhartha Desai, Senior Associate Govind Roy, and Associates Prateek Khandelwal, Aditi Khandal, Bhuvnesh Kumar, and Sharad Panwar.

Tags CorporateFinanceIndia, EquityCapitalMarketsIndia, IndiaIPODeals, IndianStockMarket, InvestmentBankingIndia, InvestmentLawFirms, IPOAdvisory, JSA Thought Leadership, JSA Transactions, LawFirmsForIPOs, LawFirmsIndia, Leading Law Firm India, Legal Advisory India, LegalAdvisoryIndia, LegalServicesIndia, PrivateEquityDeals, PublicOfferingIndia, SEBIRegulations

JSA Advises UnifyApps on its Latest Funding Round Led by WestBridge Capital

Stacks of coins with chess pawns connected by arrows representing strategic investment and capital flow

JSA Advocates & Solicitors advised Tech UniApps (India) Services Private Limited and its Founder, in connection with UnifyApps’ latest fundraise round.

The round involved investments inter alia by incoming investor WestBridge Capital, few existing investors including ICONIQ Capital and Kamath Technology, and certain co-founders of UnifyApps.

The JSA team was led by Partner Rishabh Gupta with support from Principal Associate Akshath Mithal, andAssociates Tanmayee Shriprasad Apte, Saurabh Chatterji, and Kajal Kashyap.

Tags CorporateTransactionsIndia, GrowthCapitalInvestments, IndiaFinanceLaw, IndiaStartupFunding, InvestmentLawFirms, JSA Thought Leadership, JSA Transactions, LawFirmsIndia, Leading Law Firm India, Legal Advisory India, LegalAdvisoryIndia, LegalServicesIndia, PrivateEquityDeals, SeriesFundingIndia, StartupLegalAdvisory, TechStartupFunding, VentureCapitalIndia

JSA Advises on Financing for Neon Hybren Private Limited

Business handshake overlaid with city skyline, digital financial charts, and a glowing sun in the background

JSA advised Neon Hybren Private Limited as the borrower’s counsel in relation to a rupee facility, including a letter of credit facility as a sub-limit of the same, proposed to be availed from Export Import Bank of India.

The transaction was led by Lead Partner – Karan Mitroo, with support from Partner – Purvi Dabbiru and Associate – Shantanu Awasthi.

Tags BankingTransactionsIndia, CorporateFinanceIndia, EnergyInfrastructureFinance, ExportImportBankIndia, FinancialLegalCounsel, IndiaDealAdvisory, IndiaFinanceLaw, JSA Thought Leadership, JSA Transactions, LawFirmsIndia, Leading Law Firm India, Legal Advisory India, LegalAdvisoryIndia, LegalServicesIndia, ProjectFinanceAdvisory, StructuredFinanceLaw

JSA Brief | September 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 (September 2025).

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

JSA Blog | Shifting Gears: Merger of Insurance Companies

Setting the stage for Labour Codes implementation

Mint BFSI Summit 2025 IPO Surge: Guardrails for Investors

Reforms to Rights Issues: A Major Highlight in SEBI’s September 2024 Board Meeting

SEBI Chairperson Outlines Key Initiatives to Boost and Expedite Capital Formation in India