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JSA Advises Vertis Infrastructure Trust on ₹900 Crore Sustainability-Linked Bond Issuance – India’s Largest by an InvIT

Highway at sunset with light trails from passing vehicles and lush greenery along the roadside.

JSA advised Vertis Infrastructure Trust (formerly Highways Infrastructure Trust) in relation to the private placement of non-convertible debt securities in the nature of sustainability-linked bonds (SLB) aggregating to ₹900 crores. This transaction marks the largest SLB issuance by an Indian Infrastructure Investment Trust (InvIT).

Vertis Infrastructure Trust (formerly Highways Infrastructure Trust) is an infrastructure investment trust under the provisions of the SEBI (Infrastructure Investment Trusts), Regulations, 2014 involved in the business of owning and managing road assets in India. International Finance Corporation (“IFC”) was the Anchor Investor for the issuance and the debt securities saw investment from IIFCL in addition to IFC.

The SLB debt securities are linked to predefined sustainability objectives of the Issuer and assessed against predefined sustainability performance targets that link financial outcomes to the achievement of environment, social and governance outcomes, mirroring international best practices. This issuance marks a growing confidence of Indian InvITs in tapping innovative financing routes aligned with global sustainability standards. The proceeds from the issue are to be utilised for supporting TOT Bundle 16, a marquee 252 km NH 44 highway corridor in the State of Telangana. This issuance has set a benchmark which reflects the increasing global and institutional confidence in infrastructure financing in India.

The transaction team was led by Karan Mitroo, Partner, with support from the Banking and Finance team comprising Pragya Verma (Senior Associate), Jhalak Gupta (Associate), and Harsh Dugar (Associate).

Tags Debt Capital Markets, ESG Investing, Infrastructure Finance, InvIT, JSA, JSA Transactions, SLB, Sustainability Linked Bonds, Sustainable Finance

JSA Brief | June 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 (June 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 advised Kapur Family Trust on ₹2,000 crore IPO of Travel Food Services Limited

Premium airport lounge interior with panoramic runway view and aircraft taking off at sunset.

JSA advised Kapur Family Trust, the promoter selling shareholder, on the initial public offering (IPO) of Travel Food Services Limited (TFS). The IPO was undertaken through an offer for sale aggregating ₹ 20,000 million (approximately USD 232 million) by the promoter selling shareholder.

TFS, a leading player in the fast-growing Indian airport travel quick service restaurant and lounge sectors, was successfully listed on July 14, 2025.

The transaction was led by Madhurima Mukherjee Saha, Partner, with support from the Equity Capital Markets team, including Shivali Singh, Partner, and Anshuman Singh, Associate.

Tags Airport Lounge Business, Capital Markets, Equity Capital Markets, Indian QSR, IPO Advisory, JSA Deal Alert, JSA Law, JSA Transactions, Travel Food Services

JSA Newsletter | Finance | June Edition 2025

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Please click here to download the Newsletter as PDF.

The Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”) and the Ministry of Finance (“MoF”) have introduced significant regulatory updates in the banking and finance space in June 2025.

SEBI has introduced revised investor charters for Investment Advisers (“IAs”), Research Analysts (“RAs”), Infrastructure Investment Trusts (“InvITs”) and Real Estate Investment Trusts (“REITs”), reinforcing its commitment to investor protection, transparency and financial literacy. These charters aim to clearly set out investor rights and obligations and promote greater accountability among market participants.

A major step forward is the introduction of a detailed framework for Environmental, Social, and Economic (“ESG”) debt securities by SEBI. Moving beyond green bonds, the new framework now encompasses social bonds, sustainability bonds and sustainability-linked bonds.

On the payments front, SEBI has mandated a structured Unified Payment Interface (“UPI”) address system for SEBI registered intermediaries to help investors verify the legitimacy of payment recipients, an important step toward securing retail participation.

RBI has been equally active, issuing amendments to the Know Your Customer (“KYC”) regime, revising qualifying asset norms for Non-Banking Financial Companies (“NBFCs”) – Microfinance Institutions (“MFIs”), streamlining project finance regulations and consolidating its directions on electronic trading platforms.

RBI has also revised the Priority Sector Lending (“PSL”) requirements for Small Finance Banks (“SFBs”), reducing the overall PSL target from 75% to 60% of Adjusted Net Bank Credit (“ANBC”) or Credit Equivalent of Off-Balance Sheet Exposure (“CEOBE”), while continuing to require a 40% allocation to specific PSL sub-sectors.

Other notable changes include a relaxation in advance remittance norms for the import of shipping vessels and a clarification allowing the issuance of bonus shares to non-resident investors in sectors otherwise barred from receiving Foreign Direct Investment (“FDI”), provided the ownership does not increase.

SEBI updates

Investor charters for IAs and RAs

SEBI, vide notifications dated June 2, 2025, has updated the investor charters for RAs and IAs. The revised charters are designed to enhance financial consumer protection alongside enhanced financial inclusion and financial literacy.

RAs/IAs must bring the investor charter to the notice of their clients through their respective websites and mobile applications (if any), making them available at prominent places in the office, provide a copy of investor charter as a part of client on-boarding process, through e-mails/letters. All RAs/IAs and registered RTAs must continue to disclose on their respective websites and mobile applications (if any), the data on complaints received against them or against issues dealt by them and redressal thereof, latest by 7th of succeeding month, as per the format prescribed in the circular.

Limited relaxation for entities with listed non-convertible securities from compliance with requirements to provide hard copy of certain documents

SEBI, vide circular dated June 5, 2025, had extended the relaxation on applicability of Regulation 58(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) until September 30, 2025. The said Regulation mandates a listed entity to send a hard copy of the statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 and rules made thereunder to those holders of non-convertible securities, who have not registered their email address(es) either with the listed entity or with any depository.

The relaxation was initially accorded until September 30, 2024, under the SEBI circular dated October 6, 2024, and the same was notified pursuant to relaxation provided by Ministry of Corporate Affairs (“MCA”) vide circular[1] dated September 25, 2023. Subsequently, MCA vide circular[2] dated September 19, 2024, has extended the relaxation from sending physical copies of financial statements (including board’s report, auditor’s report or other documents required to be attached therewith) to the shareholders, for the annual general meetings conducted till September 30, 2025 (from September 30, 2024).

Investor charters for InvITs and REITs

SEBI, vide circulars dated June 12, 2025, has introduced investor charters for InvITs and REITs, to enhance financial consumer protection alongside enhanced financial inclusion and financial literacy. Some of the key aspects of the investor charters are as follows:

the charter for InvITs aims to develop the Indian InvIT Industry and provide investors with transparent, efficient, and reliable investment opportunities in infrastructure assets by ensuring fair and robust regulatory mechanisms and enhance confidence among investors by protecting and promoting the interests of unitholders; and
the charter for REITs aims to commit to advancing the growth and development of REITs sector in India, with a focus on the growth of commercial real estate assets including other assets portfolio management. To advocate for both business and investor interests while adhering to regulations. To develop integrity and excellence, and foster industry best practices that are benchmarked to leading global REIT standards.

Some of the key rights of investors under the charter for InvITs are as follows:

right to receive timely distributions as per the declared schedule made by the InvIT and SEBI mandates at least half-yearly for publicly listed InvITs and at least annually for privately listed InvITs;
right to vote on significant matters, including the acquisition of new assets, borrowing, related party transactions, appointment or change of the investment manager, and induction or exit of a sponsor (with an exit option for dissenting voters) and such other matters which requires unitholders consent as per Regulation 22 of SEBI (InvIT) Regulations, 2014;
right to access a full valuation report of all InvIT assets at least annually for both publicly and privately listed InvITs;
right to receive annual and half-yearly report of the InvIT including financial information, auditors report and valuation report;
right to be informed of any disclosures that may materially impact investments in the InvIT; and
right to participate in meetings and vote on matters affecting the InvIT.

Some of the key rights of investors under the charter for REITs are as follows:

right to receive information and details about the REIT including about its investment philosophy, and such other information as may be required under SEBI regulations to enable investors to make an informed decision about investing in a REIT, prior to making any such investment;
right to timely receipt of distribution advices/interest/proceeds/refunds and evidencing a transaction as specified in the SEBI (REIT) Regulations, 2014, or to receive such statements on request;
right to receive annual report/half yearly report and valuation reports; and
right to be informed about such disclosures which may have a material bearing on their investments in REIT.

SEBI Board Meeting

In the board meeting held on June 18, 2025, the SEBI Board (“Board”), among other things, approved certain measures for regulation of Debenture Trustee (“DT”) activities and ease of doing business measures, summarised below:

Model DTD formats: The Board has approved inclusion of enabling provisions in the SEBI (Debenture Trustee) Regulations, 1993 (“DT Regulations”) and the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 to provide the formats for model Debenture Trust Deeds.
Amendments to LODR Regulations: The Board has approved insertion of provisions in the DT Regulations, specifying the rights of the DTs and the corresponding obligations on the issuer under the LODR Regulations;
The Board has also approved modifications in the manner of utilisation of the Recovery Expense Fund (“REF”), citing that the extant regulatory framework specifies only the broader purpose of the REF but does not elaborate on the specific types of expenses for which the REF can be utilised. As a result, DTs face difficulties in obtaining consent and reimbursements.
Activities undertaken by DTs that are not regulated by SEBI:
- DTs may undertake activities regulated by other Financial Sector Regulators (“FSRs”), provided they comply with the regulatory framework of the respective FSR.
- DTs may also undertake activities not regulated by SEBI or any other FSR, provided these are fee-based, non-fund based activities and they pertain to the financial services sector.
- Such activities will be subject to conditions that shall be specified by SEBI.

Notification under SEBI (Certification of Associated Persons in the Securities Markets) Regulations, 2007

SEBI, vide notification dated June 25, 2025, has notified the following relating to the certification to be obtained by associated persons under the SEBI (Certification of Associated Persons in the Securities Markets) Regulations, 2007:

at least 1 (one) key personnel, amongst the associated persons functioning in the key investment team of the manager of Category I Alternative Investment Fund (“AIF”) or Category II AIF or Category I and II AIF, must obtain certification from National Institute of Securities Markets (“NISM”) by passing either the NISM Series-XIX-C; and
at least 1 (one) key personnel, amongst the associated persons functioning in the key investment team of the manager of Category III AIF, must obtain certification from NISM by passing either the NISM Series-XIX-C.

AIFs, existing as on June 25, 2025, must obtain requisite certification on or before July 31, 2025.

RBI updates

Review of qualifying assets criteria for NBFCs – MFIs

RBI, vide circular dated June 6, 2025, has made amendments to the Master Direction – Regulatory Framework for Microfinance Loans, 2022. Previously, NBFC-MFIs were required to ensure that a certain percentage of their total assets qualified as ‘microfinance loans’. With this amendment, paragraph 8.1 has been updated to align the definition of ‘qualifying assets’ with the broader definition of ‘microfinance loans’ provided in para 3 of the Master Direction. This significant policy update is expected to provide greater operational flexibility and promote diversified lending portfolios within the microfinance sector.

Qualifying assets of NBFC-MFIs will constitute a minimum of 60% of the total assets (netted off by intangible assets), on an ongoing basis (previously NBFC-MFI were required to have minimum 85% of its net assets as ‘qualifying assets’ and 75% of the total assets). If an NBFC-MFI fails to maintain the qualifying assets for 4 (four) consecutive quarters, it will approach RBI with a remediation plan.

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

RBI, vide circular dated June 6, 2025, has notified the revised directions for Lending Against Gold and Silver Collateral with an objective to (a) put in place a harmonised regulatory framework for such loans applicable across various Regulated Entities (“REs”); (b) address the concerns observed relating to some of the lending practices being followed and provide necessary clarity on certain aspects; and (c) strengthen the conduct-related aspects.

These directions will be applicable to all loans offered by the following regulated entities for the purpose of consumption or income generation (including farm credit) where eligible gold or silver collateral is accepted as a collateral security:

commercial banks (including small finance banks, local area banks and regional rural banks, but excluding payments banks);
primary (urban) co-operative banks and rural co-operative banks, i.e., state co-operative banks and central co-operative banks; and
all non-banking financial companies, including housing finance companies.

Revised instructions on inoperative accounts/unclaimed deposits in banks

RBI, vide circular dated June 12, 2025, has amended the instructions dated January 1, 2024 regarding inoperative accounts and unclaimed deposits in banks. Earlier, banks were required to transfer the credit balance in deposit accounts that have remained inoperative or unclaimed for 10 (ten) years or more to the Depositor Education and Awareness Fund. and Business Correspondents (“BCs”) had to facilitate updation of KYC. Pursuant to the amendment, a bank is now required to offer KYC updation services at all branches, including non-home branches, including the utilisation of the Video-Customer Identification Process. Further, the services of an authorised BCs of the bank may be utilised for activation of inoperative accounts as prescribed in paragraph 38(a)(iia) of the Master Direction – Know Your Customer (KYC) Direction, 2016 (“KYC Directions”).

RBI (Know Your Customer (KYC)) (Amendment) Directions, 2025

RBI, vide circular dated June 12, 2025, has issued the RBI (Know Your Customer (KYC)) (Amendment) Directions, 2025, modifying the KYC Directions to enhance consumer protection and service. The amendment aims to simplify compliance for low-risk customers and strengthen monitoring mechanisms, enhancing both user-convenience and regulatory oversight. Some of the key amendments are as follows:

a clause has been added to para 38 of the KYC Directions, requiring that for individual customers categorised as low risk, the RE must allow all transactions and ensure that the KYC is updated within 1 (one) year from the date it becomes due or by June 30, 2026, whichever is later. The RE must also regularly monitor the accounts of such customers. This requirement applies even if the KYC update was already due before this amendment came into effect;
banks may obtain self-declarations from low-risk customers, if there is no change in KYC details or only a change in address, through authorised BCs. These declarations and supporting documents must be captured electronically by the BC after biometric e-KYC authentication. Until this is enabled, physical submission is permitted. Banks must update the KYC records and inform the customer once the update is complete, as per Paragraph 38(c) of the KYC Directions. The bank remains ultimately responsible for ensuring periodic KYC updation; and
REs must intimate their customers in advance to update their respective KYC information. Prior to the due date to update KYC, REs must give at least 3 (three) advance intimations, including at least 1 (one) intimation in writing, to their customers. Even after the due date, REs must give at least 3 (three) reminders, including at least 1 (one) reminder in writing, to such customers if they have still not complied. These communications must clearly outline instructions, escalation mechanisms, and potential consequences. REs must comply with this requirement by January 1, 2026.

Master Direction – RBI (Electronic Trading Platforms) Directions, 2025

RBI, vide circular dated June 16, 2025, has issued the Master Direction – RBI (Electronic Trading Platforms (“ETPs”)) Directions, 2025 (“ETP Directions”), to consolidate, update and strengthen the regulatory framework for ETPs. The ETP Directions supersede the ETPs (Reserve Bank) Directions, 2018 dated October 5, 2018. Some of the key provisions of the ETP Directions are as follows:

it applies to all RBI‑regulated ETP operators handling eligible instruments such as securities, money‑market assets, forex, and derivatives, excluding platforms run by banks or standalone primary dealers acting as sole quotes/providers;
any entity seeking to operate an ETP must be a company incorporated in India and must obtain prior authorisation from RBI. The applicant must have a minimum net worth of INR 5,00,00,000 (Indian Rupees five crore) and demonstrate adequate operational capabilities, including experienced personnel and robust technology infrastructure;
the ETP Directions outline operational, governance, and compliance standards, including fair access and transparent fee policies, real-time transaction records maintenance, business continuity and cybersecurity plans, and systems for monitoring algorithmic trading and preventing market abuse; and
ETPs are required to submit periodic reports to RBI, including quarterly filings on trade volumes, outages, use of algorithms, and compliance with prescribed norms. Operators must retain relevant records for a minimum period of 10 (ten) years and are obligated to notify RBI of any material incident or disruption affecting the platform’s functioning.

Review of PSL norms for SFBs

RBI, vide circular dated June 16, 2025, has revised the PSL norms for SFBs, effective from the financial year 2025-26, aimed to enhance lending flexibility while retaining focus on core priority sectors. Previously, SFBs were allocating 75% of the ANBC or CEOBE to priority sectors. This included a mandatory 40% to specific PSL sub-sectors and a flexible 35% to sub-sectors where the bank had a competitive advantage.

Pursuant to the revision, the additional component (35%) of PSL will be reduced to 20%, thereby making the overall PSL target as 60% of ANBC or CEOBE, whichever is higher. The SFB must continue to allocate 40% of its ANBC or CEOBE, whichever is higher, to different sub-sectors under PSL as per the extant PSL prescriptions, while the balance 20% will be allocated to any 1 (one) or more sub-sectors under the PSL where the bank has competitive advantage.

JSA updates

Framework for ESG debt securities (other than green debt securities)

SEBI, vide circular dated June 5, 2025 has set out a regulatory framework to be complied with by issuers of ESG debt securities (except green debt securities) i.e., social bonds, sustainability bonds and sustainability-linked bonds, with effect from its date of issuance i.e., June 5, 2025. These ESG debt securities (except green debt securities) facilitate funding for projects involving affordable basic infrastructure, affordable housing, job creation, and similar social initiatives, alongside those focused on environmental sustainability.

For a detailed analysis, please refer to the JSA Prism of July 1, 2025.

Issuance of bonus shares to non-resident investors by companies engaged in sectors prohibited from receiving FDI

On June 11, 2025, the MoF has introduced amendments to Rule 7 of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (“Amendment Notification”). The Amendment Notification allows resident companies (operating in sectors prohibited for FDI or undertaking activities prohibited from receiving FDI as elaborated below) to issue bonus shares to existing non-resident shareholders with the condition that such non-resident shareholders’ shareholding does not increase pursuant to such issuance. The Amendment Notification came into effect from June 11, 2025. The Amendment Notification is also retrospective in nature and applies to bonus issuance undertaken during the subsistence of the erstwhile Foreign Exchange Management (Transfer or issue of Security by a Person Resident outside India) Regulations, 2000 or the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017.

For a detailed analysis, please refer to the JSA Prism of July 1, 2025.

Mandated safeguards for investor payments via unified payment interface

On June 11, 2025, SEBI issued a circular[3] introducing a secured UPI mechanism, specifically for investor-facing intermediaries to receive/collect funds from their investors (“SEBI Circular”). The SEBI Circular seeks to create a more structured framework towards increasing investor confidence in such systems.

SEBI’s proactive efforts in introducing real-time verification tools and secure UPI payment mechanisms are aimed at reducing impersonation and increasing payment transparency. Given that existing systems of National Payment Corporation of India and banks are already in place to issue UPI handles, this provides an economical solution for an otherwise large issue. Further, the transition process is relatively straightforward for intermediaries, as it is routed through SEBI intermediary portal) and the new UPI handles will be linked to existing bank account of such intermediaries. As such, the framework under the SEBI Circular highlights SEBI’s commitment to provide a safe payment ecosystem for investors while promoting ease of investor participation in the securities market.

For a detailed analysis, please refer to the JSA Prism of June 23, 2025.

RBI relaxes norms pertaining to advance remittance for import of shipping vessels

With a view towards enhancing ease of doing business and keeping in view the sector-specific constraints, RBI, vide its notification dated June 13, 2025, has announced a relaxation for the Indian shipping sector, with a view to facilitate and promote maritime trade and capital investments. This relaxation is aimed at easing operational difficulties in high-value imports in the shipping sector, while maintaining the regulatory discipline.

For a detailed analysis, please refer to the JSA Prism of June 19, 2025

RBI notifies new directions for project finance

In order to establish a unified and principle-based regulatory framework for project finance across all regulated entities (including urban co-operative banks and non-banking financial companies), RBI has issued the RBI (Project Finance) Directions, 2025 (“Directions”) on June 19, 2025.

The Directions aim to streamline the financing, monitoring, and resolution of stress in infrastructure and non-infrastructure projects, including commercial and residential real estate.

Key provisions of the Directions include the below:

standardised norms for extending the Date of Commencement of Commercial Operations (DCCO);
well-defined purview of the term ‘Project Finance’;
differentiated provisioning requirements during construction and operational phases;
imposing minimum exposure limits on lenders to a project;
clearances to be obtained and minimum land to be acquired as a condition precedent to financial closure; and
project milestone linked disbursal and repayment schedule to be included in loan documents.

The Directions mandate enhanced project monitoring, transparent disclosures, and consistent classification practices, thereby promoting financial discipline, early stress recognition, and responsible lending in the project finance ecosystem

For a detailed analysis, please refer to the JSA Prism of June 24, 2025

Recent amendments to Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016: Streamlining processes and enhancing outcomes

The Insolvency and Bankruptcy Board of India (“IBBI”) has introduced key amendments to the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 to streamline processes, enhance transparency, and align with global best practices. The amendments provide for simplification of the form filing for the corporate insolvency resolution process and allow interim finance providers to attend Committee of Creditors (“CoC”) meetings as observers. Resolution professionals can now invite concurrent plans for resolution of whole as well as for segment wise resolution of corporate debtor. The amendments further clarify position in relation to pro rata payments to dissenting financial creditors and in priority to assenting financial creditors, in cases where the resolution plan provides for staggered payments. It also mandates full disclosure of all resolution plans to the CoC, irrespective of their compliance status.

For a detailed analysis, please refer to the JSA Prism of June 5, 2025.

Supreme Court re-affirms the principle of limited judicial interference by the Adjudicating Authority in approved resolution plan

In a landmark ruling, the Hon’ble Supreme Court of India (“Supreme Court”) in Piramal Capital and Housing Finance Limited vs. 63 Moons Technologies Limited and Ors.[4], has re-affirmed the limited scope of judicial interference by Adjudicating Authority (“NCLT”) and Appellate Authority (“NCLAT”) in reviewing an approved resolution plan. The Supreme Court held that the decision as to the resolution plan should be left to the judgment of the CoC, thereby underlining the supremacy of ‘commercial wisdom’ of the CoC. The Supreme Court referred to the scheme of the Insolvency and Bankruptcy Code, 2016 (“IBC”) to conclude that legislature has confined the role of NCLT and NCLAT in matters of challenge to a resolution plan to the extent provided under Section 31 and Section 61 of the IBC respectively.

The Supreme Court while adjudicating an appeal arising out of a challenge to the approved resolution plan, emphasised that once the resolution plan was approved by the CoC and further approved by the NCLT, NCLAT could not have tinkered with the approved resolution plan by modifying its isolated clauses which was an outcome of a commercial bargain struck between the successful resolution applicant and the CoC. Thus, NCLAT cannot transgress its jurisdiction beyond the specific grounds envisaged under Section 61 of the IBC.

For a detailed analysis, please refer to the JSA Prism of June 4, 2025.

This Newsletter has been prepared by:

Anish Mashruwala
Partner

Divyanshu Pandey
Partner

Shekhar Shrivastava
Principal Associate

Ramkrishna Panigrahi
Associate

For more details, please contact [email protected]

[1] General Circular no. 09/2023.

[2] General Circular No.09/2024.

[3] Reference no. SEBI/HO/DEPA-II/DEPA-II_SRG/P/CIR/2025/86.

[4] Civil Appeal Nos. 1632 – 1634 of 2022 (decided on April 1, 2025)

Tags Banking Updates, Finance Newsletter, Financial Regulation, JSA, JSA Legal, June 2025, Leading Law Firm, Leading Lawyers, Legal Updates, RBI, SEBI

JSA Newsletter | IFSCA | May – June 2025 Edition

Glass globe resting on a pile of coins with a world map in the background

Please click here to download the Newsletter as PDF.

June 2025 witnessed a continued momentum at the International Financial Services Centres Authority (“IFSCA”) with key regulatory updates, strategic initiatives and high-level engagements. On June 26, 2025, the Finance Minister visited the Gujarat International Finance Tec-City (“GIFT City”) International Financial Services Centre (“IFSC”) and participated in roundtable interaction with senior executives from various institutions. The discussion laid emphasis on bringing foreign capital into India through structured and well-regulated channels. Key focus areas included the need for faster reforms, cost optimisation, and talent development to boost High-Net-Worth Individual investments, mobilise sovereign funds, and need to scale up operations at the India International Bullion Exchange.

IFSCA held its 24th meeting on June 24, 2025, where it approved several forward-looking measures such as the Transition Bonds Framework to support Environmental, Social, and Governance -linked finance in heavy-emitting sectors, and new regulations enabling TechFin and ancillary service providers to establish operations seamlessly. IFSCA also introduced a framework for third-party fund management services, allowing global fund managers to operate through platform entities without setting up physical offices, thereby enhancing ease of doing business.

Additionally, reflecting its focus on capacity building, IFSCA and the National Institute of Securities Markets (“NISM”) signed a Memorandum of Understanding on May 2, 2025,[1] to advance training initiatives within GIFT City IFSC. Under this collaboration, NISM will support certification programmes, e-learning content, and standardised training and exam frameworks to build a world-class securities markets ecosystem within the IFSC.

This edition of May-June 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.

Registered stock brokers to undertake securities market related activities in Gift City[2]

The Securities and Exchange Board of India (“SEBI”), vide circular dated May 2, 2025, has introduced measures to enhance ease of doing business for SEBI-registered stock brokers seeking to undertake securities market-related activities in the GIFT-IFSC. Previously, SEBI registered stock brokers were required to obtain explicit approval from SEBI for establishing a subsidiary or joint venture to operate in GIFT-IFSC. Pursuant to the amendment, SEBI registered stock brokers proposing to undertake securities market related activities in GIFT-IFSC are permitted to do so under a Separate Business Unit (“SBU”) of the stock broking entity itself without SEBI approval. These activities can also be carried out if the branch qualifies as an SBU. Some of the key provisions are as follows:

SBUs in GIFT-IFSC must be exclusively engaged in providing securities market related activities as permitted by IFSCA;
stock brokers must prepare and maintain a separate account for the SBU on arms-length basis;
the net worth of the SBU must be kept segregated from the net worth of the stock broker in the Indian securities market;
SBUs must maintain separate financial accounts and the net worth of the SBU must be independent of the domestic entity and adhere to IFSCA’s regulatory requirements;
grievance redressal mechanism and investor protection fund of the stock exchanges and SEBI Complaints Redress System (SCORES) will not be available for investors availing the services of the SBU; and
stock brokers that have already established subsidiaries or joint ventures for GIFT-IFSC operations may opt to dissolve those structures and continue such services through an SBU.

Additional requirements for carrying out the permissible activities by finance company as a lessor under the ‘framework for ship leasing’[3]

The IFSCA has issued clarification under the Framework for Ship Leasing (“SL Framework”) issued vide Circular[4] dated August 16, 2022. Pursuant to the clarification, an applicant under the SL Framework or a lessor, who has obtained a certificate of registration under Regulation 3 of the IFSCA (Finance Company) Regulations, 2021 is prohibited from undertaking any transaction involving transfer of the ownership and/or leasehold right of a ship or ocean vessel in any form, from a person resident in India to an entity established in the IFSC, for the sole purpose of providing services to persons resident in India. However, the applicant or lessor, may still acquire a new ship or ocean vessel, or enter into a new leasehold contract with person resident outside India, to cater to persons resident in India.

Participation of IFSC Banking Units in international payment systems[5]

IFSCA has issued the following policies for permitting IFSC Banking Units (“IBUs”) to participate in international payment systems:

IBUs are permitted to either participate as, or become members of international payment systems for making or receiving payments, to or from banks and financial institutions outside IFSC, without requiring prior approval from IFSCA;
an international payment system that permits IBUs to make or receive payments among themselves affecting domestic (i.e., IFSC) transactions, will need an authorisation from IFSCA; and
IBUs may also participate as or become members of international payment systems for making or receiving payments with other IBUs, without prior approval of IFSCA, after being satisfied that such international payment system complies with the condition specified in point 2 above.

Further, IBUs are required to review their participation in the international payment systems and intimate the Department of Banking Supervision about its compliance within 30 (thirty) days from the date of the circular. Additionally, IBUs are required to share the list of all the international payment systems in which the IBU was participant as of March 31, 2025, with the IFSCA.

Framework to facilitate co-investment by venture capital scheme and restricted scheme [6]

IFSCA has issued a framework for all Fund Management Entities (“FMEs”) under the IFSC, which provides for a mechanism and manner for facilitating co-investment by venture capital scheme and restricted scheme through special purpose vehicle (hereinafter referred to as the “Special Scheme”). Some of the key provisions of the Special Scheme are as follows:

an FME registered with IFSCA, having either an operational venture capital scheme or restricted scheme or both (hereinafter referred to as the “Existing scheme”), will be eligible to launch a Special Scheme, in accordance with the terms and conditions of the placement memorandum of the Existing Scheme;
The Special Scheme will be established as a company, limited liability partnership, or trust under the applicable laws of India and will be classified as a Category I, II, or III Alternative Investment Fund (AIF), consistent with the classification of the Existing Scheme.
The Existing Scheme will, at all times, hold a minimum of atleast 25% of the equity share capital, interest, or capital contribution in the Special Scheme;
in line with the investment strategy of the Existing Scheme, as recorded by IFSCA, the Special Scheme must be used for making co-investment with or without leverage. Further a Special Scheme must be permitted to invest only in a single portfolio company. However, the Special Scheme will be permitted to hold securities of more than 1 (one) entity if such securities are issued as a result of 1 (one) or more corporate actions or restructurings at the portfolio company level, including but not limited to amalgamation, demerger, slump;
any person will be eligible to co-invest in the Special Scheme, subject to the minimum contribution requirements as mentioned in the IFSCA (Fund Management) Regulations, 2025 (“FM Regulations”);
a term sheet containing minimum disclosures as prescribed must be duly filed with the IFSCA within a period of 45 (forty-five) days from the date of investment;
The investors of the Existing Scheme must be duly informed of the establishment of the Special Scheme prior to seeking capital contribution. The term sheet must be provided to the investor(s) and should contain the specified disclosures under the FM Regulations; and
activities of the Special Scheme may be consolidated with the reporting of the Existing Scheme for the purpose of reporting to IFSCA.

Extension of timeline for appointment of custodian under Regulation 132 of the FM Regulations [7]

In terms of Regulation 132[8] of FM Regulations, FMEs are required to appoint an independent custodian to provide the custodial services for the prescribed schemes. The custodian to be appointed is required to be based in IFSC, unless the local laws of the jurisdiction where the securities of the investee company have been issued mandate the appointment of a custodian in that jurisdiction. In this regard the following has been decided:

an additional time period of six (6) months from the date of the issuance of this circular is granted for the appointment of an independent custodian for the schemes: (a) taken on record by IFSCA after the FM Regulations came into effect (i.e., February 19, 2025), or (b) taken on record by IFSCA prior to the FM Regulations coming into effect but which did not enter into an agreement with a custodian as on February 19, 2025;
during the period of six (6) months, the FMEs of the aforementioned schemes may appoint an independent custodian in India or any foreign jurisdiction which is regulated by the financial sector regulator in that jurisdiction and make necessary arrangement to provide such information to IFSCA whenever directed to do so; and
FMEs must make necessary arrangements to ensure strict compliance with Regulation 132 on or before the expiry of the 6 (six) months period.

Modifications under the IFSCA (Anti Money Laundering, Counter-Terrorist Financing and Know Your Customer) Guidelines, 2022 [9]

The IFSCA has notified amendments to the IFSCA (Anti Money Laundering, Counter-Terrorist Financing and Know Your Customer) Guidelines, 2022. Some of the key amendments are as follows:

Proof of address for verification of identity: Customers submitting any documents other than the post office savings bank account statement or statement of a bank account (including that of a foreign bank) for the purpose of address proof are now required to submit updated officially valid document reflecting their current address within 3 (three) months of the submission of the alternative document.
Know Your Customer (“KYC”) information retrieval and on-going due diligence: For the purposes of establishing an account-based relationship, verification of identity of a customer and undertaking on-going due diligence, Regulated Entities (“REs”) are required to either obtain the KYC Identifier from its customer, or retrieve it from the Central KYC Records Registry (“CKYCR”) with the customer’s consent and access the KYC records online. Provided however that, REs are prohibited from requiring their customers to submit the same KYC records or additional identification documents unless:
- there has been a change in the customer’s information in CKYCR;
- the retrieved records are incomplete or non-compliant with applicable KYC norms;
- the validity period of the documents has lapsed; and
- further verification is deemed necessary for identity, address (including current address), enhanced due diligence, or risk profiling.
Updating KYC records with CKYCR: REs are required to submit the updated information obtained from the customer to the CKYCR, within 7 (seven) days. The CKYCR will then electronically notify all the REs dealing with such customers about the updated information and the concerned REs will then be required to update their KYC records basis the updated CKYCR records.
Applicability to specific REs: The updated guidelines are applicable to the REs engaged in the following activities:
- Payment Service Provider (“PSPs”);
- finance company undertaking core activities;
- IBUs;
- bullion trading /clearing member;
- broker dealer;
- clearing member;
- depositary participant;
- investment advisor;
- fund management entity;
- general insurance; and
- life insurance.
KYC records for foreign nationals: REs are not required to submit KYC records of foreign nationals to the CKYCR. However, if an RE intends to submit the KYC records of a foreign national to the CKYCR, the documents issued by the relevant Government departments of the foreign jurisdiction (such as passport, driving license, or voter identity card) and/or letters issued by the Foreign Embassy or Mission in India will be acceptable as the current address proof.

Participation of PSPs in international payment systems[10]

IFSCA has issued the following policies for PSPs participating in international payment systems:

PSPs may either participate as or become members of international payment systems for making or receiving payments to or from banks and financial institutions outside IFSC, after obtaining prior approval of IFSCA;
any international payment system permitting PSPs to make or receive payments among themselves or among other financial institutions in IFSC affecting domestic (i.e. IFSC) transactions, will require authorisation from IFSCA; and
PSPs may also participate as or become members of international payment systems for making or receiving payments with other PSPs or to/from other financial institutions in IFSC with the prior approval of the IFCA, after being satisfied that such international payment system complies with the specified conditions.

Further, PSPs are required to review their participation in the international payment systems and inform the Department of Banking Supervision with the same within 30 (thirty) days from the date of the circular. Additionally, PSPs are required share a list of all the international payment systems in which the PSP was participant as of May 31, 2025, with the IFSCA.

Amendment to the ‘Framework for Finance Company/Finance Unit undertaking the activity of Global/Regional Corporate Treasury Centres’[11]

The IFSCA has made amendments to the ‘Framework for Finance Company/Finance Unit undertaking the activity of Global/ Regional Corporate Treasury Centres’,[12] by inserting a proviso to Clause 3(2)(ii), which prescribes the conditions for grant of registration to undertake global or regional corporate treasury centre activities. The newly inserted proviso empowers the chairperson of IFSCA to grant a relaxation from the conditions prescribed under Clause 3(2)(ii), if a request is made by an applicant for seeking relaxation. The chairperson may consider providing such relaxation depending upon the permissible activities proposed to be undertaken by the applicant and the projected business volume for a period not exceeding 1 (one) year from the date of commencement of operations.

Operation of foreign currency accounts of Indian resident individuals opened under the liberalised remittance scheme in IBUs[13]

The IFSCA has made amendments to the ‘Directions to IBUs for operations of the foreign currency accounts of Indian resident individuals opened under the Liberalised Remittance Scheme (“LRS”)’[14]. Under the amended directions, IBUs are required to collect a declaration from resident individuals confirming that:

any amount spent from their foreign currency accounts for availing financial services or financial products in the IFSC is for the purpose declared at the time of remittance under the LRS or for a purpose otherwise permissible under the LRS; and
any amount remitted from their foreign currency accounts aligns with the purpose declared while remitting funds under the LRS or with a purpose allowed under the LRS.

Office memorandum on recommendations for streamlining the incorporation process of IFSC companies[15]

To speed up the incorporation of IFSC companies, the Ministry of Corporate Affairs had issued an office memorandum dated January 20, 2025, setting up a process to prioritise the applications of the IFSC entities. In this connection it is stated as follows:

in case a company wants to incorporate its subsidiary in IFSC area and the only distinction in the name is the addition of the word ‘IFSC’, then the application for the name approval/incorporation of the IFSC company may be accompanied by a no objection certificate from the parent company, which will then be duly considered by the Central Registry Centre;
the Corporate Identification Number of the holding company cannot be entered twice in the Form SPICE+ Part B, while entering the details of the subscribers of the wholly owned subsidiaries, as the details of second subscriber [nominee shareholder] is required to be filled for complying the minimum shareholding requirement in case of a private company. Wholly owned subsidiaries must provide due compliance of the provisions of Section 89 of Companies Act 2013;
IFSC entities will get 60 (sixty) days (instead of 30 (thirty) days), to submit their documents to the Registrar for the verification of the registered office. Thus, it is not necessary that the details of registered office be disclosed at the time of filing of an application for incorporation of a company; and
the requirement to attach a photograph of the registered office in Form INC-20A is a one-time compliance and must be completed within 180 (one hundred and eighty) days from the date of incorporation. Additionally, Form INC-22 needs to be filed only when the registered office is notified for the first time or when it is shifted and IFSC companies have 60 (sixty) days to complete the filing of Form INC-22, as compared to the 30 (thirty)day timeline applicable to other companies.

This Newsletter has been prepared by:

Nand Gopal Anand
Partner

Rajul Bohra
Partner

Harshit Dusad
Principal Associate

Anmol Khurana
Associate

Aanand Kishore
Associate

For a detailed analysis, please refer to the JSA Prism of April 16, 2025.

[1] Press release dated May 2, 2025.

[2] SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/61.

[3] Circular no. – F. No 496/IFSCA/FC/SLF/2024-25/02, dated May 8, 2025.

[4] Circular no. – No. 496/IFSCA/FC/SLF/2022-23/001

[5] Circular no. – E.File.No.IFSCA-FMPP0BR12/2023/Banking-Part(2), dated May 21, 2025.

[6] Circular no. – F. No. IFSCA-AIF/6/2025-Capital Markets, dated May 21, 2025.

[7] Circular no. – F. No. IFSCA-IF-10PR/7/2024-Capital Markets, dated May 24, 2025.

[8] Regulation 132, inter alia, requires the FME to appoint an independent custodian to provide the custodial services for the following schemes:-

Retail schemes; (b) Open ended restricted schemes; and (c) All other schemes managing assets under management above USD 70 Million.

[9]Circular number F. No. IFSCA-DAC/7/2024-AMLCFT/01, dated June 5, 2025.

[10] Circular No. E.File.No. IFSCA-FMPP0BR/3/2023-Banking, dated June 6, 2025.

[11] Circular no. F. No. IFSCA/24/2024-Banking-FC/02, dated June 9, 2025.

[12] Circular No. IFSCA/24/2024-Banking-FC/01, dated April 4, 2025.

[13] Circular no. F. No. IFSCA-FMPP0BR/1/2021-Banking-Part(1)/3, dated June 23, 2025.

[14] Circular F. No. IFSCA-FMPP0BR/1/2021-Banking-Part (1)/3 dated December 13, 2024.

[15] Office memorandum issued by Ministry of Corporate Affairs dated June 24, 2025.

Tags AML, Financial Regulations, IFSC Updates, IFSCA, JSA, JSA Legal, Kyc, Leading Law Firm, Leading Lawyers, Ship Leasing, SPV, Treasury Centre

JSA Advises on Landmark ₹13,000 Million Initial Offering of TVS Infrastructure Trust

Businessman in warehouse with rising bar graph showing logistics sector growth and infrastructure investment trends in India.

JSA is pleased to announce its role as legal counsel to Axis Capital Limited and Kotak Mahindra Capital Company Limited in connection with the successful initial offering of units of TVS Infrastructure Trust (“InvIT”), a pioneering infrastructure investment trust in the warehousing and logistics sector. The offering, aggregating to ₹13,000 million, marks a significant milestone as one of the first InvIT listings in this space and the largest of its kind in India.

As part of the transaction, the InvIT acquired 18 infrastructure parks from TVS Industrial & Logistics Parks (TVS ILP), further solidifying its position as a major player in the logistics infrastructure landscape. The units of the InvIT were listed on the National Stock Exchange of India (NSE) on July 8, 2025.

JSA acted as legal counsel to the lead managers—Axis Capital and Kotak Mahindra Capital—advising on all aspects of the transaction, including legal due diligence, drafting of offer documents, and regulatory compliances with SEBI and stock exchange regulations.

The JSA transaction team was led by Partner, Arka Mookerjee, with support from Partners, Pracheta Bhattacharya and Anshu Bansal from the Equity Capital Markets team. Principal Associates Sourav Modi and Ananth Balaji, along with Associates Aditya Shendye, Jeebitesh Bhattacharya, and Vaishnavi Kokkonda played a key role in executing this landmark transaction.

This transaction underscores JSA’s deep expertise in capital markets and infrastructure investments, and its continued commitment to enabling transformational deals in India’s evolving financial landscape.

Tags Axis Capital, InvIT Listing, IPO India, JSA Capital Markets, JSA Deal Alert, Kotak Capital, Logistics Infrastructure, NSE Listing, SEBI Compliance, TVS Infrastructure Trust

JSA advises Kotak Securities Limited on Timex Group Offer for Sale

Stacks of coins with rising financial graphs representing equity market growth

JSA Advocates and Solicitors advised Kotak Securities Limited on the offer for sale of equity shares of Timex Group India by its promoter, Timex Group Luxury Watches B.V., Netherlands, through the stock exchange mechanism, valued at USD 33.10 million.

JSA’s team was led by Arka Mookerjee (Lead Partner), along with the Equity Capital Markets team, including Pracheta Bhattacharya (Partner) and Kairav Parikh (Principal Associate).

Tags Capital Markets, Equity Markets, JSA Capital Markets, JSA Deals, JSA Legal, Kotak Securities, Offer For Sale, Public Offering, Securities Law, Timex, Timex Group India

JSA advises SBI Capital Markets, Ambit Private and IIFL Capital Services on Rayzon Solar Limited’s Proposed IPO

Solar panels and wind turbines with rising graph arrows at sunset, symbolizing renewable energy IPO growth.

JSA is advising SBI Capital Markets Limited, Ambit Private Limited, and IIFL Capital Services Limited (formerly known as IIFL Securities Limited) in connection with the proposed initial public offering of equity shares of Rayzon Solar Limited(“IPO”), comprising a fresh issue aggregating up to ₹15,000 million. Rayzon Solar Limited has filed its draft red herring prospectus with the Securities and Exchange Board of India (SEBI) and the stock exchanges.

The transaction is being led by Arka Mookerjee (Partner), with support from JSA’s Equity Capital Markets team: Siddhartha Desai (Partner), Arjun Rastogi (Principal Associate), Govind Roy(Senior Associate), and Prateek Khandelwal, Aditya Shendye, Ayushi Pandit, and Anvita Sinha (Associates).

Tags Clean Energy, Equity Markets, IPO India, JSA Capital Markets, JSA Law, JSA Transactions, Rayzon Solar IPO, Renewable Energy, SEBI, Sustainable Investing

JSA successfully represents Mr. Rajesh Mokashi, former MD of CARE Ratings, before SAT, resulting in SEBI’s Order being set aside and costs being imposed on SEBI

Judge's gavel with apartment buildings in the background, legal documents on desk.

JSA has successfully represented Mr. Rajesh Mokashi, former Managing Director of CARE Ratings Limited, in proceedings before the Hon’ble Securities Appellate Tribunal, Mumbai (“SAT”), challenging an order dated April 20, 2023 (“Impugned Order”) passed by the Whole Time Member of the Securities and Exchange Board of India (“SEBI”).

The Impugned Order had restrained Mr. Mokashi from associating with any SEBI-registered intermediary for two years, based on allegations of interference in the rating process relating to DHFL.

By its final order dated June 27, 2025, the SAT, comprising Hon’ble Justice P.S. Dinesh Kumar (Presiding Officer) and Hon’ble Dr. Dheeraj Bhatnagar (Technical Member), allowed Mr. Mokashi’s appeal and set aside the Impugned Order. The SAT imposed a cost of ₹5 lakh on SEBI, observing that:

Justice B.N. Srikrishna’s independent report had exonerated Mr. Mokashi of all charges, finding no evidence of interference with the rating process.
SEBI erred in misconstruing the findings of the Srikrishna report.
The evidence, including cross-examination of key witnesses, did not support SEBI’s conclusion.
SEBI’s actions were reprehensible and caused colossal loss of judicial time and resources, irreparable damage to Mr. Mokashi’s reputation, and significant financial loss and loss of opportunity.

The matter was led by Pulkit Sukhramani (Partner) with support from JSA’s Disputes team comprising Anshuman Sugla (Senior Associate), Samreen Fatima (Senior Associate), and Juan D’souza (Associate).

Tags CARE Ratings, DHFL Case, Dispute Resolution, JSA, JSA Litigation Update, Judicial Relief, Leading Law Firm, Leading Lawyer, Legal Updates, Legal Victory, Rajesh Mokashi, SAT, SEBI, Securities Law, White Collar Defence

JSA Prism | Finance | July 2025

Please click here to download the Prism as a PDF.

Reserve Bank of India’s 2025 Directions on pre-payment charges: enhancing borrower protection and transparency

In order to ensure fair practices and enhance transparency regarding the levy of pre-payment charges on loans extended by Regulated Entities (“REs”) to individuals and Micro and Small Enterprises (“MSEs”), the Reserve Bank of India (“RBI”), on July 2, 2025, has issued the RBI (Pre-payment Charges on Loans) Directions, 2025 (“Prepayment Directions”).

Key provisions and changes

Scope and Applicability: The Prepayment Directions will be applicable to all commercial banks (excluding payments banks), co-operative banks, Non-banking Financial Companies (“NBFCs”), and All India Financial Institutions, for all loans sanctioned or renewed by them on or after January 1, 2026.
Exemption for non-business loans: The Prepayment Directions prohibit levy of any pre-payment charges on floating rate non-business loans extended to individuals, whether with or without co-obligants.
Exemption for business loans: The Prepayment Directions prohibit levy of any pre-payment charges on the following floating rate business loans extended to individuals and MSEs, whether with or without co-obligants:
- business loans extended by commercial banks (excluding small finance banks, regional rural banks and local area banks), Tier 4 urban co-operative banks, upper layer NBFCs, and All India Financial Institutions; and
- business loans extended by small finance banks, regional rural banks, Tier 3 urban co-operative banks, State and Central co-operative banks, and middle layer NBFCs, for an amount up to INR 50,00,000 (Indian Rupees fifty lakh only).
No lock-in period: The above exemptions will be applicable irrespective of:
- the source of funds used by the applicable borrower for making the pre-payment;
- whether the prepayment is made in part or full; and
- any minimum lock-in period imposed by REs.
Dual/special rate loans: For loans with a combination of fixed and floating rates, the Prepayment Directions will be applicable if the said loan is on a floating rate at the time of pre-payment.

Key differences

Aspect	Earlier regulations	Prepayment Directions
Pre-payment charges	Levied by many REs, often with lock-in periods	Prohibited for most floating rate loans to individuals and MSEs
Uniformity	Varied across REs	Standardised across all REs
Type of loan covered	Not clearly defined	Clearly distinguishes between business and non-business loans
Applicability	Discretionary	Mandatory from January 1, 2026
Dual rate loans	Ambiguous treatment	Clarified based on rate at time of pre-payment

Conclusion

Once the Prepayment Directions are effective, individuals and MSEs will enjoy a greater degree of flexibility, as they will have an option to repay loans from their own sources or out of refinancing facility from other REs, thereby saving on prepayment charges. Further, REs will be also required to revise their loan agreements, internal policies, and IT systems prior to January 1, 2026, to be in compliance with the Prepayment Directions.

From a regulatory perspective, given that the Prepayment Directions are a directive and not merely an advisory issued by the RBI, there will be enhanced transparency for borrowers, and is therefore likely to reduce their grievances regarding charging of pre-payment penalty by REs.

This Prism has been prepared by: