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JSA advises Inflexor Opportunity Fund on CloudSEK’s USD 19 million funding led by Commvault

JSA advises Inflexor investment in CloudSEK

JSA advised Inflexor Opportunity Fund on its investment in CloudSEK, a Bengaluru-based cybersecurity firm, in connection with its USD 19 million fundraise across the Series A2 and B1 rounds.

The round was led by Commvault and included participation from a mix of India- and US-based investors such as MassMutual Ventures, Inflexor Ventures, Prana Ventures, Tenacity Ventures, and other strategic investors. Existing backers, including the Meeran Family (founders of Eastern Group), StartupXSeed, Neon Fund, and Exfinity Ventures, also participated in the round.

CloudSEK develops AI-powered threat intelligence solutions that enable proactive cybersecurity for enterprises and government agencies. The fresh capital will support the company’s global expansion plans and further strengthen its suite of products.

The JSA team was led by Rohan Kumar, Partner.

This transaction highlights JSA’s deep expertise in advising on cross-border venture capital investments in emerging technology sectors.

Tags AI, CloudSEK, Corporate Law, Cross Border Deals, Cybersecurity, Emerging Tech, Fundraise, India Startups, Inflexor Ventures, Investment Deals, JSA Deal Alert, JSA Law, Legal Advisory, Private Equity, Series A Funding, Series B Funding, Startup Funding, Tech Investment, VENTURE CAPITAL

JSA Brief | April 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 (April 2025).

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

For more details, please contact km@jsalaw.com

*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 Newsletter | IFSCA | March and April 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.

In the latest edition of the Global Financial Centres Index (“GFCI”), Gujarat International Finance Tec-City (“GIFT City”) International Financial Services Centre (“IFSC”) has climbed to the 46^thposition from its previous ranking of 52^nd. The GFCI, compiled by the Z/Yen Group, assesses financial centres worldwide using 140 (one hundred forty) key indicators sourced from third-party organisations such as the World Bank, the Organisation for Economic Co-operation and Development, and the United Nations. These indicators evaluate centres based on criteria including the business environment, infrastructure, human capital, financial sector development, and overall competitiveness.

The Government of India, through a series of measures, including key announcements in the Union Budget 2025–26, aims to strengthen the International Financial Services Centres Authority (“IFSCA/ Authority”) and position GIFT IFSC as a leading global financial hub. Among the most notable reforms is the extension of sunset date for tax exemptions of newly incorporated IFSC units from March 31, 2025, to March 31, 2030. These exemptions apply to income generated from aircraft and ship leasing, offshore derivative instruments, and insurance policies issued by IFSC units. Additionally, the Budget extended tax-neutral relocation provisions for retail mutual funds and exchange-traded funds, further enhancing GIFT City’s attractiveness for global fund managers.

This edition of March-April 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.

Key clarifications on net worth and settlement guarantee fund contributions[1]

Pursuant to the amendment to the IFSCA (Market Infrastructure Institutions) Regulations, 2021 (“MII Regulations”) on November 1, 2024, the definition of ‘net worth’ for a Clearing Corporation was revised to mean the aggregate value of its liquid assets, as specified by the Authority. It was further stated that these liquid assets would include cash and bank balances, fixed deposits, government securities, and other instruments specified by the Authority. Further, Regulation 31 of the MII Regulations permitted funding of the Settlement Guarantee Fund (“SGF”) of a Clearing Corporation through contributions from the Clearing Corporation, the Stock Exchange, and Clearing Members.

It has been clarified by the IFSCA that the Clearing Corporation’s contribution to its SGF will be counted towards its net worth. Furthermore, the interest earned in cash contributions to the SGF will also accrue to the SGF and be distributed pro-rata among contributors based on their share.

Entity incorporation in GIFT IFSC[2]

Entities intending to establish business operations in GIFT IFSC through a new company or limited liability partnership are advised to seek assistance from the IFSCA in case they face any problems while processing e-forms for name reservation or incorporation through the Central Registration Centre (Ministry of Corporate Affairs).

To enable IFSCA to take up the matter with the Ministry of Corporate Affairs, request to IFSCA must be accompanied with a copy of challan (service request number), duly certified application form (name reservation/incorporation) and all the documents submitted with reference to the queries raised, regarding re-submission of the e-forms as per the Company Act 2013.

Guidelines on cyber security and cyber resilience for regulated entities[3]

Cyber security is a foundational pillar for ensuring the stability, resilience, and credibility of the financial services offered within the GIFT IFSC. The guidelines on cyber security and cyber resilience intend to lay down IFSCA’s broad expectations from its Regulated Entities (“REs”) including any entity licensed, recognised, registered, or authorised by IFSCA. Implementation of these guidelines follow the principle of proportionality, considering the entity’s scale and complexity, nature of the activity, operations, and exposure to cyber risks. Some of the key components of the guidelines are stated below:

Governance: REs are required to establish governance mechanisms to manage cyber risks effectively. Oversight may be handled by the governing board, senior management, or a designated committee. The board and senior leadership must have sufficient expertise to manage cyber risks and foster a strong security culture of cyber risk management. Each RE are required to appoint a Chief Information Security Officer (“CISO”) or a senior officer to assess and mitigate risks, respond to incidents, establish controls and implement cybersecurity processes. This individual will be referred to as the “Designated Officer.”
Cybersecurity and cyber resilience framework: REs must develop a cybersecurity framework to ensure confidentiality, integrity, and availability of Information Technology (“IT”) assets. The REs will formulate an Information Security (IS) Policy which will cover asset identification and classification, protection mechanisms, access control, physical security, vulnerability assessment, incident management, recovery procedures, and audit trails. This framework should:
- define cyber risk appetite and resilience objectives;
- identify and mitigate third-party cyber risks;
- establish clear roles and communication protocols for incident response; and
- be periodically reviewed and updated.
Third party risk management: REs must work collaboratively with third-party vendors to ensure cybersecurity standards are met. These service providers are required to undergo security audits at least every 6 (six) months, with other vendors reviewed periodically. Clear communication and escalation procedures must be in place to manage risks, with ultimate responsibility resting on the RE.
Communication and awareness: REs must provide training to its employees on topics in relation to issues but not limited to cyber security, social engineering, password hygiene and incident reporting procedures. REs must have a clear and accessible channels for employees to report suspicious activity, vulnerabilities and potential cyber incidents.
Audit: REs must conduct annual cybersecurity audits through an independent auditor having certified certifications or CERT-In empanelled auditor or auditor having prior experience in cybersecurity. Audit reports must be submitted to IFSCA within 90 (ninety) days of the financial year-end. Higher-risk entities may conduct audits more frequently.

REs registered as broker dealers, clearing members, or depository participants can submit the same audit report filed with market infrastructure institutions or bullion exchanges to IFSCA within 7 (seven) days of submission.

Compliance reminder on licensing and special economic zones approvals[4]

IFSCA has issued a directive after observing that some entities are operating within GIFT IFSC without the necessary regulatory approvals. Specifically, certain businesses lack valid authorisation from IFSCA and the required Letter of Approval (“LoA”) under the Special Economic Zones Act, 2005, (“SEZ Act, 2005”), both of which are mandatory under applicable laws. To maintain regulatory discipline and support the structured growth of the financial services ecosystem in IFSC, all entities are reminded to ensure they always possess valid approvals from both IFSCA and the SEZ authorities. The REs are directed to ensure that they hold valid and subsisting:

Certificate of Registration (“CoR”) /license /recognition /authorisation letter/ permission/ approval or any equivalent document; and
The LoA under the SEZ Act, 2005. The expiry of the LoA (having validity of 1 (one) year, if business not commenced or 5 (five) years, after commencement of business) or failure to renew it in timely manner, may lead to appropriate enforcement action, including cancellation of the registration/ license / recognition /authorisation/permission/approval granted under the applicable IFSCA regulations or framework.

Revision in reporting formats for fund management entities in IFSC[5]

IFSCA has revised the reporting norms for Fund Management Entities (“FMEs”), the updated formats aim to capture key details of retail schemes, enhance data granularity for supervisory purposes, and improve clarity for FMEs through table restructuring and the inclusion of guidance notes. These changes also align the reporting requirements with the recently notified IFSCA (Fund Management) Regulations, 2025.

Framework for finance company/finance unit undertaking the activity of global/ regional corporate treasury centres[6]

The IFSCA (Finance Company) Regulations, 2021 (“FC Regulations”), enable a Finance Company (“FC”) /Finance Unit (FU”) to establish a set up in an IFSC and undertake permissible activities, including Global/Regional Corporate Treasury Centre (“GRCTC”). To promotes ease of doing business and bring alignment with international best practices, the IFSCA has issued a framework for FC/FU undertaking the activity of the GRCTC (“Framework”) superseding the framework for undertaking the GRCTC activities by FC/FU in IFSC dated June 25, 2021.

Some of the key provisions of the Framework are:

Applicability: the Framework is applicable to any entity/ unit registered or desirous of seeking registration as a FC/FU under the FC Regulations, for undertaking the activity of the GRCTC.
Conditions for Registration: the Framework sets out the conditions for grant of registration for undertaking the activity of GRCTC. An entity desirous to commence the activity of the GRCTC (“Applicant”), must apply to IFSCA and fulfil prescribed conditions while submitting the application, for obtaining a registration as a FC/FU under the FC Regulations. These conditions include:
- possessing or undertaking necessary infrastructure including adequate office space, equipment and communication facilities;
- satisfying substance requirement by employing at least 5 (five) qualified personnel including head of treasury and compliance officer;
- having an ability to meet the owned fund requirements;
- parent must not be from a ‘High Risk Jurisdiction – subject to call for action’ by Financial Action Task Force (FATF);
- satisfaction of fit and proper requirements by the applicant, its key managerial personnel and other persons having control over it; and
- the application must not have been refused by the Authority during the preceding 1 (one) year from the date of submission.
Legal Form: the applicant is required to be set-up in IFSC either in the form of a company or a branch of a company incorporated in India or outside India.
Net-Owned Fund: a FC/FU undertaking the activity of the GRCTC is required to have and consistently maintain a minimum owned fund of USD 0.2 million (US Dollars zero point two million). The required owned fund may be maintained at the parent level, if the FU is undertaking the activity of GRCTC.
Grant of License: on being satisfied that the Applicant has complied with the conditions required for obtaining CoR and upon receipt of specified registration fees, the IFSCA may grant CoR to the Applicant, which will be valid unless suspended, withdrawn or cancelled by IFSCA or surrendered by the FC/FU. The Applicant will be permitted to conduct business in IFSC only after the receipt of the CoR under the FC Regulations and must ensure that it continues to hold a valid and subsisting LoA under the SEZ Act, 2005 during the time it is conducting business in IFSC.
Permissible Activities: A FC/FU which has been granted CoR to undertake the activities of GRCTC, may undertake the activities such as:
- raising capital by issuance of equity shares,
- borrowing including in the form of inter-company deposits,
- credit arrangements,
- transacting or investing in financial instruments issued in IFSC or outside IFSC,
- undertaking derivative transactions (over the counter (OTC) and exchange traded),
- foreign exchange transactions in such currencies as specified by the IFSCA,
- factoring and forfaiting,
- acting as a re-invoicing centre,
- liquidity management, and
- maintaining relationships with financial counterparties.
Corporate Governance: the FC is required to have a corporate governance policy, risk management policy and policy for undertaking permissible activities, approved by its board. Furthermore, prior approval of the IFSCA is required for undertaking merger, acquisition, takeover or change in management of the FC, which results in change in control of at least 20% (twenty percent) of total share capital or which impacts the authority to take business decisions under an agreement. However, no such approval is required in the case where the GRCTC is set up in a branch form.

Amendment to the guidelines on corporate governance and disclosure requirements for a FC[7]

In order to align the Guidelines on Corporate Governance and Disclosure Requirements for a FC (“Guidelines”) with FC Regulations, the IFSCA has amended the Guidelines. Below are the amendments to the Guidelines:

Part I of the Guidelines were earlier applicable to all FCs. However, pursuant to the amendment, Part I of the Guidelines are not applicable to FCs which are registered for undertaking an activity of GRCTC; and
Part II of the Guidelines were earlier applicable to all FCs undertaking one or more core activities with or without non-core activities, and all FCs undertaking specialised activities with or without core or non-core activities. However, pursuant to the amendment, Part II of the Guidelines are not applicable to FCs which are undertaking specialised activities with or without core or non-core activities, and GRCTC (in form of FCs) which are undertaking one more or core activities with or without non-core activities.

Amendments to the framework for ship leasing[8]

IFSCA has amended the Framework for Ship Leasing[9] (“SL Framework”), and circular issued under SL Framework (“Circular”)[10]. The amendments modify the provisions dealing with currency for conduct of business and additional requirements for carrying out the permissible activities by FC as a lessor.

The amendments to the SL Framework are detailed out as under:

The lessor entities are required to raise invoices in any foreign currency listed in the first schedule of the IFSCA (Banking) Regulations, 2020 and receive payments into their foreign currency accounts with IFSC Banking Units. Additionally, lessor entities are permitted to open SNRR accounts with authorised dealers in India (outside IFSC) for its business-related transactions outside IFSC (previously all transactions undertaken by a lessor was to be conducted through freely convertible foreign currency only).
Under the amendment made to the Circular, lessor entities have been restricted to undertake a transactions involving transfer of a ship ownership or leasehold rights from Indian residents to IFSC entities, for the purpose of providing services solely to a person resident in India in a single financial year. However, this restriction does not apply to transfer of ships or ocean vessels which have been newly acquired from an Indian shipyard.

Fund management regulations 2025 notified to streamline fund management industry in GIFT-City IFSC, offering investor-friendly measures and more operational flexibility[11]

IFSCA notified the IFSCA (Fund Management) Regulations, 2025 superseding the IFSCA (Fund Management) Regulations, 2022. Key changes include reduction in minimum corpus and investment thresholds across non-retail, retail, and portfolio management service schemes to facilitate market entry and enhancement of the operation flexibility through relaxed key managerial personnel appointment norms, professional certifications, and clarity on eligibility criteria. The aim of the regulatory overhaul is to improve ease of doing business, incorporate protective measures for the investors and provide necessary clarification to the intent and scope of the existing regulatory regime.

For more details, please refer to the JSA Prism dated May 2, 2025.

Requirements for entities seeking registration as know your customer registration agencies[12]

To govern the registration, functioning, and compliance of entities operating as Know Your Customer (“KYC”) Registration Agencies (“KRAs”) within India’s IFSCs, the IFSCA has issued the IFSCA (KYC Registration Agency) Regulations, 2025. These regulations aim to strengthen compliance, promote transparency, enhance the KYC framework in GIFT IFSC and align with the global standards to provide-

the eligibility requirement for a KRA to be registered with IFSCA;
registration requirements including net worth for a KRA;
qualification and experience for a KRA;
functions and obligations of a KRA and REs in IFSC; and
code of conduct to be followed by a KRA.

The IFSCA (Capital Market Intermediaries) Regulations, 2025[13]

The IFSCA has notified the IFSCA (Capital Market Intermediaries) Regulations, 2025, (“New CMI Regulations”), superseding the extant IFSCA (Capital Market Intermediaries) Regulations, 2021. This is a significant step in streamlining and strengthening the regulatory framework for capital market entities operating within the IFSC. The New CMI Regulations provide regulatory framework for registration, regulation and supervision of the Capital Market Intermediaries (“CMI”) operating in IFSCs in India with the objectives of protecting the interests of investors, maintaining the integrity of the securities market and promoting ease of doing business for the entities participating in the capital markets by simplifying and rationalising requirements based on feedback and suggestions received from the stakeholders. Some of the noteworthy changes under the New CMI Regulations are as under:

Types of Intermediaries: A new category of ‘Research Entity’ has been introduced under the New CMI Regulations and the category of ‘Account Aggregator’ has been removed. ‘Research Entity’ will mean a person registered as a research entity with the IFSCA who is responsible for publishing or providing research report with respect to securities. Further, framework for ‘Distributors’ and ‘Environmental, Social, and Governance Ratings and Data Products Providers (“ERDPP”)’ has also been included within the New CMI Regulations.
Qualifications Requirements: The New CMI Regulations prescribe for certain minimum qualifications and experience for appointment of a person as the ‘Principal Officer’ or ‘Compliance Officer’ of a CMI. For entities having multiple registrations as CMI, separate principal officers are required to be appointed for each registration (except for entity registered as broker dealer, clearing member and depository participant, or credit rating agency and ERDPP, respectively, where the same person can be the principal officer). However, compliance officer for such entities (having multiple registrations) is permitted to the same person for all registrations.
Net Worth Requirements: The minimum net worth requirements have been rationalised for the following categories: credit rating agency – USD 200,000 (US Dollar two hundred thousand), investment adviser – USD 25,000 (US Dollars twenty-five thousand), investment banker – USD 100,000 (US Dollars one hundred thousand) and research entity – USD 25,000 (US Dollars twenty-five thousand). In case of entities operating as a branch, the minimum net worth requirements maintained at the parent level in the home jurisdiction will be earmarked for its branch in IFSC. Lastly, for broker dealers, clearing members and investment bankers, net worth maintained in the form of liquid assets will only be considered.
Annual Compliance Audit: All CMIs are required to file a copy of annual compliance with the IFSCA latest by September 30 every year.

Expansion in the scope of trusteeship services under the IFSCA (Ancillary Service) Framework, 2021[14]

The IFSCA has expanded the scope of activities of ‘Trusteeship Services’ under the IFSCA (Ancillary Services) Framework, 2021.

Pursuant to the above amendment, ‘Trusteeship Services’ will include services to investment funds, investment trusts such as infrastructure investment trusts and real estate investment trusts, family investment funds, security trust arrangements and escrow agency functions. Furthermore, ‘Trusteeship Services’ can also be offered to various schemes, including retail schemes launched by FMEs registered under the new IFSCA (Fund Management) Regulations, 2025. All such services must adhere to relevant regulatory standards, including compliance with the ‘fit and proper’ criteria and a specified code of conduct.

Obligations of vault managers within the IFSC concerning customer due diligence and the maintenance of supply chain integrity[15]

Clarifications are made on conducting Customer Due Diligence (“CDD”) by the REs under the IFSCA (Anti Money Laundering, Counter Terrorist-Financing and KYC) Guidelines, 2022 (“KYC Guidelines”), dated October 31, 2022; and maintenance of supply chain integrity as referenced in the IFSCA circular on Operating Guidelines on Bullion Exchange, Bullion Clearing Corporation, Bullion Depository and Vault Manager (“Bullion Guidelines”) dated August 25, 2021.

Clarifications on conducting CDD by the vault manager under the KYC Guidelines, are as follows:
- the vault manager, being a RE under the KYC Guidelines, is required to carry out CDD, particularly for those who are ultimate beneficial owners of Bullion Depository Receipts (“BDRs”). This includes coordinating with the bullion depository to ensure availability of complete and verified customer records upon request;
- while the vault manager may rely on CDD conducted by the bullion depository, such reliance does not exempt them from their own responsibility to independently assess and verify all customers, regardless of their location (overseas, within GIFT-IFSC, or in India). This applies to all stakeholders, including suppliers, buyers, qualified jewellers, and bullion exchange members; and
- additionally, the vault manager must enter into agreements with overseas logistics service providers, ensuring that these providers are contractually required to perform CDD on bullion suppliers. Such CDD must align with either financial action task force standards or the regulatory framework of the supplier’s country, whichever is more stringent.
To comply with the Bullion Guidelines on maintaining supply chain integrity, the following conditions must be met:
- the vault manager must ensure the integrity of the supply chain in respect of bullion sourced from the jurisdiction of origin. At no stage the bullion must exit the custody of the vault manager or its authorised partner logistics service provider; and the vault manager must incorporate such requirement in their formal contractual arrangements; and
- such contractual arrangements must ensure that the bullion once procured by the supplier from the overseas refinery, remains continuously within the custody of either the authorised partner logistics entity or any other authorised entity engaged in the collection, storage, transportation, and delivery of the said bullion. The custodial chain to remain intact throughout the delivery lifecycle until the bullion is duly received and vaulted by the vault manager.

Dispensation of net-worth requirement for ‘customers’[16]

IFSCA’s circular dated August 25, 2021, outlining the Operating Guidelines for the Bullion Exchange, Bullion Clearing Corporation, Bullion Depository, and Vault Manager, includes a definition of ‘customer’ that specifies net worth requirements of the respective customers, eligible to trade/invest on the India International Bullion Exchange (IFSC) Ltd. (“IIBX”). Thereafter, following a request from the IIBX, and to encourage broader participation in IIBX’s various products, the net worth requirement for all types of ‘customers’ has been removed. However, the net worth requirements specified by IFSCA for qualified suppliers (circular dated August 18, 2022) and qualified jewellers (circular dated December 11, 2023) will continue to apply. This will broad base participation across various products offered on IIBX. This will also remove entry barriers and make it easier to access the investment products proposed to be offered by IIBX in near future, thus, encouraging prospective participants, including retail investors, to choose IIBX for their bullion and bullion-related investments.

Change in trading hours of IIBX[17]

To foster market vibrancy, liquidity and ease of doing business, the IIBX has been granted permission to extend its trading hours for spot contracts by 3 (three) hours. The revised trading hours on IIBX for these contracts will be 9 AM to 9:30 PM (IST). The extended trading hours are expected to significantly benefit the bullion market ecosystem by enabling qualified suppliers to place sell orders and qualified jewellers/valid India-UAE CEPA Tariff Rate Quota holders to place buy orders on the same day of creation of BDRs and receipt of funds, respectively, even when such creation and receipt take place late in the evening. This will result in the optimal and timely utilisation of bullion and funds, enhancing the cost-effectiveness of trading of bullion through the IIBX.

This Prism has been prepared by:

Nand Gopal Anand
Partner

Rajul Bohra
Partner

Harshit Dusad
Principal Associate

Anmol Khurana
Associate

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

^[1] Circular dated March 7, 2025. IFSCA/CMD-DMIIT/SGF/2024-25/001.

[2] Public Notice dated March 25, 2025.

[3] Circular dated March 10, 2025. IFSCA-CSD0MSC/13/2025-DCS.

[4] Circular dated April 3, 2025. IFSCA-LPRA/9/2024.

[5] Circular dated April 3, 2025. F. No. IFSCA-IF-10SUP/1/2024-Capital Markets.

[6] Circulate dated April 4, 2025. F. No. IFSCA/24/2024-Banking-FC/01.

[7] Circular dated April 4, 2025. F. No. 172/IFSCA/Finance Company Regulations/2025-26/01.

[8] Circular dated April 7, 2025. F. No. 496/IFSCA/FC/SLF/2025-26/01.

[9] Dated August 16, 2022

[10] Dated May 8, 2024

[11] Circular dated April 8, 2025. F. No. IFSCA-IF-10PR/1/2023-Capital Markets/7.

[12] Notification dated April 16, 2025. CG-GJ-E-16042025-262470.

[13] Notification dated April 16, 2025. CG-GJ-E-17042025-262494.

[14] Circular dated April 17, 2025. F. No. 51/IFSCA/PFPS0ANCI/1/2020-21.

[15] Circular dated April 22, 2025. F. No. IFSCA-DMC0MSD/1/2024-Dept. of Metals and Commodities/01.

[16] Circular dated April 29, 2025. IFSCA-DMC/3/2023-Dept. of Metals and Commodities.

[17] Press Release dated April 29, 2025.

Tags Capital Markets, Cyber security, Financial Services, Fund Management, Global Treasury, IFSC, IFSCA, India Finance, JSA, JSA Capital Markets, JSA Newsletter, Leading Law Firm, Leading Lawyers, Legal Updates, Regulatory Updates, Ship Leasing

JSA Newsletter | Finance | April Edition 2025

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

Please click here to download the Newsletter as PDF.

This Newsletter sets out some of the key legislative and regulatory updates in the banking and finance and insolvency space for the month of April 2025.

Infrastructure Investment Trusts

SEBI (Infrastructure Investment Trusts) (Amendment) Regulations, 2025

The Securities and Exchange Board of India (“SEBI”), vide circular dated April 1, 2025, has amended the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (“InvIT Regulations”). Some of the key changes are as follows:

a new proviso to Regulation 4 (2)(e) (v) of the InvIT Regulations is inserted, stating that if, due to a vacancy in the office of an independent director of the investment manager, the investment manager becomes non-compliant with the requirement of having an independent director, such vacancy must be filled by the manager as follows: (a) if such vacancy arises due to expiry of the term of office of the independent director, then the resulting vacancy must be filled not later than the date such office is vacated; or (b) if such vacancy arises due to any other reason, then the resulting vacancy must be filled at the earliest and not later than 3 (three) months from the date of such vacancy;
a new sub-regulation is inserted that imposes additional responsibilities on the trustee, including conducting due diligence on investments, maintaining high governance standards, acting impartially in a fiduciary capacity, and prioritising the unit holders’ interests. These changes are outlined in Schedule X of the InvIT Regulations. This amendment will come into effect 180 (one hundred and eighty) days from April 1, 2025, i.e., September 28, 2025;
the amendment to InvIT Regulations now allows sponsors and/or their group entities to transfer locked-in units within the same sponsor group, subject to such units continuing to remain locked-in for the balance lock-in period. Further, in the event there is a change in the sponsor, the locked-in units may be transferred to the incoming sponsor group, subject to the minimum unit-holding requirement being maintained;
Infrastructure Investment Trusts (“InvITs”) can invest in additional instruments as part of the 20% investment bucket, subject to certain conditions. These include (a) investing in unlisted equity shares of companies providing project management and incidental services related to infrastructure development; and (b) investing in units of liquid mutual fund schemes with a credit risk value of at least 12 (twelve) and falling under class A-I in the potential risk class matrix. Additionally, InvITs can now invest in interest rate derivatives, including interest rate futures, forward rate agreements, and interest rate swaps. InvITs that raised funds through public issues can now invest in unlisted equity shares of the exclusive project manager or service provider for the infrastructure project, subject to the InvIT holding the entire shareholding in the company, either directly or indirectly. The InvIT Regulations previously allowed InvITs to make investments in companies derived at least 80% of their operating income from the infrastructure sector; and
the mandatory disclosures for the board of directors of the investment manager are revised. The minimum information must include quarterly results of the InvIT and its operating divisions or business segments, enhancing board-level visibility into underlying InvIT assets. Additionally, a new clause has been introduced under Regulation 18(6), clarifying net distributable cash flows calculation.

SEBI (InvITs) (Second Amendment) Regulations, 2025

SEBI, vide circular dated April 28, 2025, has now permitted InvITs to invest the unutilised funds in unlisted equity shares, units of liquid mutual funds schemes (provided that (a) the credit risk value is at least 12 (twelve), and (b) the scheme falls under class A-I in the potential risk class matrix, as specified by SEBI) and interest rate derivatives as part of the 20% investment bucket, subject to fulfilment of prescribed conditions.

Relaxation of provision of advance fee restrictions in case of Investment Advisers and Research Analysts

SEBI, vide circular dated April 2, 2025, has relaxed the restrictions on advance fees for Investment Advisers (“IAs”) and Research Analysts (“RAs”). IAs and RAs must ensure compliance with the following fee related provisions:

IAs and RAs may charge fees in advance, if agreed by the client, not exceeding fees for a period of 1 (one) year;
the fee-related provisions such as fee limits, modes of payment of fees, refund of fees, advance fee, and breakage fees will only be applicable in case of their individual and Hindu Undivided Family clients, subject to certain conditions; and
in case of non-individual clients, accredited investors, and institutional investors seeking recommendation of proxy adviser, fee related terms and conditions must be governed through bilaterally negotiated contractual terms.

Specialized Investment Funds

SEBI, vide circular dated April 9, 2025, has clarified that the provisions under paragraph 12.27.2.4 of the Master Circular for Mutual Funds dated June 27, 2024 (“MF Master Circular”), regarding maturity of securities in interval schemes, will not be applicable to Interval Investment Strategies under Specialized Investment Funds (“SIFs”). Consequently, the MF Master Circular is amended.

Further, on April 11, 2025, SEBI introduced a standardised format for applications by mutual funds intending to establish a SIF. Additionally, a detailed format of ‘Investment Strategy Information Document’ has been provided at Annexure II to the circular.

SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2025

SEBI, vide circular dated April 22, 2025, has amended the SEBI (Real Estate Investment Trusts) Regulations, 2014 through the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2025.

Some of the key changes are as follows:

the definition of ‘common infrastructure’ is inserted to include facilities or amenities such as power plants, district or retail heating and cooling systems, water treatment or processing plants, waste treatment or processing plants and any facilities or amenities incidental to real estate business which exclusively supply or cater to, or are exclusively consumed by the Real Estate Investment Trust (“REIT”), its holding companies or special purpose vehicles, irrespective of whether such facilities or amenities are co-located within any project of REIT or not. Further, excessive production or capacity from common infrastructure (if not used by the REIT, its holding companies, or special purpose vehicles) can be sold to the grid or utility as per applicable laws, subject to adequate disclosures by the manager in the annual report;
a new proviso is inserted stating that if by a vacancy in the office of an independent director of the manager, the manager becomes non-compliant with the requirement of having an independent director, such vacancy must be filled by the manager as follows: (a) if such vacancy arises due to expiry of the term of office of the independent director, then the resulting vacancy must be filled not later than the date such office is vacated; or (b) if such vacancy arises due to any other reason, then the resulting vacancy must be filled at the earliest and not later than 3 (three) months from the date of such vacancy;
the trustee must: (a) comply with the core principles defining its roles and responsibilities which must encompass transparency, accountability, due diligence and compliance with these regulations; and (b) act impartially in their fiduciary capacity, prioritise protection of the interests of unitholders, ensure effective management oversight over the manager and the REIT and maintain high standards of governance of the manager and the REIT; and
REITs can invest in additional instruments as part of the 20% investment bucket, subject to certain conditions. These include (a) investing in unlisted equity shares of companies providing property management or property maintenance and other incidental services exclusively to the REIT, its holding companies and special purpose vehicles; and (b) where the entire shareholding or interest in such company is held by REIT either directly or through its holding companies/special purpose vehicles.

SEBI (Credit Rating Agencies) (Second Amendment) Regulations, 2025

SEBI, vide circular dated April 22, 2025, has amended the SEBI (Credit Rating Agencies) Regulations, 1999. Some of the key changes are as follows:

the term ‘subscriber-pays business mode’ is inserted to mean a business model where the Environmental, Social, and Governance (“ESG”) rating provider derives its revenues from ESG ratings from subscribers including banks, insurance companies, pension funds, or the rated entity itself;
a proviso is inserted to Regulation 28H stating that nothing contained in the principal regulations will preclude an ESG rating provider from carrying out ESG rating of products or issuers under the respective guidelines of a financial sector regulator or any authority as may be specified by SEBI;
newly inserted regulation 28KA stipulates that an ESG rating provider following a subscriber-pays business model must ensure that: (a) the ESG rating assigned is based only on publicly available information; and (b) the fee paid by the subscriber is the lowest fee payable or paid amongst all the subscribers, if: (i) the rated entity or issuer is a subscriber itself; or (ii) the group company or associate of an entity is a subscriber to the ESG rating of such entity or the securities issued by such entity; or (iii) only group companies or associates, of an entity, whose core business requires ESG ratings of such entity or the securities issued by such entity, and are regulated by financial sector regulator(s) may subscribe to the ESG rating; and
an ESG rating provider operating under a subscriber-pays model must simultaneously share the ESG rating report with both its subscribers and the rated entity or issuer, allowing the latter 2 (two) working days to provide comments. Any feedback received must be included in an addendum to the report, and if the rated entity disagrees with the data or assumptions, the provider must consider revising the report or issuing an explanatory addendum. The provider must also publicly disclose its policy on sharing reports and offer a facility for rated entities to seek clarifications, including on methodology or assumptions.

SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2025

SEBI, vide notification dated April 29, 2025, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The amendments include disclosures on the outstanding litigations and material developments in relation to the originator or servicer or any other party to the transaction which could be prejudicial to the interests of the investors and disclosures about defaults in connection with servicing obligations undertaken by servicer. These must be disclosed by special purpose distinct entity or its trustee to the stock exchange on an annual basis. For grievance redressal related to securitised debt instruments, the SCORES registration may be obtained at the trustee level, covering all special purpose distinct entities for which they act as trustee.

Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third Amendment) Regulations, 2025

SEBI, vide notification dated April 30, 2025, has amended provisions relating to conditions of appointment of directors under the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 pertaining to appointment/reappointment of non-independent directors and public interest directors at recognised stock exchanges and recognised clearing corporations. Some of the key amendments are as follows:

the non-independent director on the governing board of a recognised stock exchange or a recognised clearing corporation may be appointed in another recognised stock exchange or a recognised clearing corporation or a depository with the prior approval of SEBI, only after a cooling-off period as may be specified by the governing board of such recognised stock exchange or recognised clearing corporation;
upon the expiry of the term(s) at the recognised stock exchange or the recognised clearing corporation, a public interest director may be appointed with the prior approval of the Board for a further term of 3 (three) years in another recognised stock exchange or a recognised clearing corporation or a depository, only after a cooling-off period as may be specified by the governing board of such recognised stock exchange or recognised clearing corporation. The cooling-off period would be applicable only in case of appointment as a public interest director in a competing recognised stock exchange or a recognised clearing corporation; and
explanations are inserted to the proviso of Regulation 24(3) stating that the expression ‘competing recognised stock exchange or recognised clearing corporation’ shall be applicable in case of appointment of a public interest director from one recognised stock exchange to another recognised stock exchange, or one recognised clearing corporation to another recognised clearing corporation, and where the recognised clearing corporation is a subsidiary of a recognised stock exchange, both the entities will be treated as a single entity.

SEBI (Depositories and Participants) (Second Amendment) Regulations, 2025

SEBI, vide notification dated April 30, 2025, has amended the SEBI (Depositories and Participants) Regulations, 2018, which will come into effect on July 29, 2025. Some of the key changes are as follows:

a proviso is inserted in Regulation 25 (1) stating that the non-independent director on the governing board of the depository may be appointed in a recognised stock exchange or a recognised clearing corporation or another depository with the prior approval of SEBI, only after a cooling-off period as may be specified by the governing board of such depository; and
after a public interest director’s term at a depository ends, they can be appointed for a further 3 (three) year term in another depository, stock exchange, or clearing corporation with the prior approval of SEBI, only after a specified cooling-off period, and only in cases of appointment as a public interest directory in a competing depository. Further, an explanation is inserted to the proviso of Regulation 25(3) stating that the ‘competing depository’ will be applicable in case of appointment of a public interest director from one depository to another depository.

Clarifications to cybersecurity and cyber resilience framework for SEBI Regulated Entities

SEBI, vide circular dated April 30, 2025, has revised the thresholds and categorisation of certain Regulated Entities (“REs”). The category of REs must be decided at the beginning of the financial year based on the data of the previous financial year. Once the category of RE is decided, RE must remain in the same category throughout the financial year irrespective of any changes in the parameters during the financial year. The category must be validated by the respective reporting authority at the time of compliance submission. In case an RE is registered under more than one category of REs, then the provision of highest category under which such an RE falls will be applicable to that RE.

Foreign Portfolio Investors

Limits for investment in debt and sale of credit default swaps by Foreign Portfolio Investors

The Reserve Bank of India (“RBI”), vide circular dated April 3, 2025, has introduced investment limits for Foreign Portfolio Investors (“FPIs”) in debt instruments. These investment limits for FPIs are as follows:

the limits for FPI investment in Government Securities (“G-Sec”), State Government Securities (“SGSs”), and corporate bonds will remain unchanged at 6%, 2%, and 15%, respectively, of the outstanding stocks of securities for 2025-26;
all investments by eligible investors in the specified securities will be reckoned under the fully accessible route;
the incremental G-Sec limit has been evenly split between the general and long-term sub-categories;
all additional limits for SGSs have been allocated to the general sub-category;
the revised investment limits for FPIs in G-Sec general, G-Sec long term, SGS general, SGS long term and corporate bonds, will be implemented in 2 (two) phases, i.e., April to September 2025 and October 2025 to March 2026, with gradual increases across all categories; and
the aggregate limit of the notional amount of credit default swaps sold by FPIs will be 5% of the outstanding stock of corporate bonds. Accordingly, an additional limit of INR 2,93,612 crore (Indian Rupees two lakh ninety-three thousand six hundred and twelve crore) is set out for 2025-26.

Amendment to the Master Circular for FPIs, Designated Depository Participants and Eligible Foreign Investors

The Master Circular for Foreign Portfolio Investors, Designated Depository Participants and Eligible Foreign Investors dated May 30, 2024, mandated additional disclosures for FPIs that individually, or along with their investor group, hold more than INR 25,000 crore (Indian Rupees twenty five thousand crore) of equity asset under management in the Indian markets. SEBI, vide circular dated April 9, 2025, has increased this threshold from INR 25,000 crore (Indian Rupees twenty five thousand crore) to INR 50,000 crore (Indian Rupees fifty thousand crore).

Review of haircuts on high quality liquid assets and review of composition and run-off rates on certain categories of deposits

Pursuant to the guidelines under the Basel III Framework on Liquidity Standards – Liquidity Coverage Ratio (“LCR”), Liquidity Risk Monitoring Tools, and LCR Disclosure Standards, and the draft circular dated July 25, 2024, RBI, vide circular dated April 21, 2025, has issued the final guidelines. Some of the key aspects are as follows:

a bank must assign an additional 2.5% run-off factor for retail deposits which are enabled with Internet and Mobile Banking Facilities (“IMB”) i.e., stable retail deposits enabled with IMB must have 7.5% run-off factor and less stable deposits enabled with IMB must have 12.5% run-off factor (as against 5 and 10% respectively, prescribed currently);
unsecured wholesale funding provided by non-financial Small Business Customers (“SBCs”) must be treated in accordance with the treatment of retail deposits as at (a) above;
in case a deposit, hitherto excluded from LCR computation (for instance, a non-callable fixed deposit), is contractually pledged as collateral to secure a credit facility or loan, such deposit must be treated as callable for LCR purposes; and
it has now been decided that the ‘other legal entities’ category must consist of all deposits and other funding from banks/insurance companies & financial institutions and entities in the ‘business of financial services’. Thus, funding from non-financial entities such as trusts (educational/religious/ charitable), association of persons, partnerships, proprietorships, limited liability partnerships and other incorporated entities, must be categorised as funding from ‘non-financial corporates’ and attract a run-off rate of 40% (as against 100% currently prescribed), unless the above entities are treated as SBCs under LCR framework.

These amendments will come into force with effect from April 1, 2026 and will be applicable to all commercial banks (excluding payments banks, regional rural banks and local area banks).

Compounding of contraventions under FEMA, 1999

RBI, vide circulars dated April 22, 2025 and April 24, 2025, has amended the circular for compounding of contraventions under Foreign Exchange Management Act, 1999 (“Circulars”).

deletion of Paragraph 5.4.II.v of the Circular, with respect to the sum for which contravention is compounded (i.e., compounding amount) payable to earlier compounding order. The applicant will be deemed to have made a fresh application, and the compounding amount payable must not be linked to the earlier compounding order;
updation of application format, which will require the applicant to provide additional details such as: mobile number of the applicant/authorised representative, RBI office to which application fee amount has been paid, and mode of submission of the application concerned, in their application; and
introduction of a discretionary cap of INR 2,00,000 (Indian Rupees two lakh) for the compounding amount per rule or regulation contravened in relation to ‘other non-reporting violations’ under row 5 of the computation matrix provided in the Master Directions – Compounding of Contraventions under FEMA, 1999. The relevant violations include contraventions in the nature of receiving investment from ineligible foreign investors, violating end-use restrictions for foreign exchange, making payments to non-residents without required approvals.

Banking Laws (Amendment) Act, 2025

The Banking Laws (Amendment) Act, 2025 (“Amendment Act”), has received the assent of the President on April 15, 2025. The Amendment Act amends the Reserve Bank of India Act, 1934 (“RBI Act”), the Banking Regulation Act, 1949 (“BR Act”), the State Bank of India Act, 1955, the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980. Under the RBI Act, the definition of fortnight’ is revised and the reporting timelines is adjusted from alternate Fridays to the last day of each fortnight. The amendment to the BR Act includes enhanced monetary thresholds for capital requirements, extended tenure for cooperative banks’ directors, and revised procedures for statutory returns and reserve maintenance. The Amendment Act also introduces provisions for multiple and simultaneous nominations for deposits and lockers, with specific conditions and rules for validity and succession.

JSA Updates

Singapore High Court grants first recognition to Indian insolvency proceedings under the UNCITRAL Model Law on Cross-Border Insolvency

In a landmark judgment in Re Compuage Infocom Ltd and Anr.[1], the Singapore High Court has, for the very first time, recognised a corporate insolvency resolution process initiated under the Indian Insolvency and Bankruptcy Code, 2016 as a ‘foreign main proceeding’ under the UNCITRAL Model Law on Cross-Border Insolvency. It also extended judicial assistance to the resolution professional of Compuage Infocom Limited appointed in the Indian proceedings.

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

Governance of technical glitches in stock broker’s electronic trading systems – moving towards a more balanced framework

The stock exchanges, in consultation with SEBI and stakeholders, have released circulars dated March 28, 2025 (“SE Circular”) providing certain clarifications with regards to the regulatory regime surrounding ‘technical glitches’ in the stock brokers trading systems. The changes inter alia include certain clarifications to what constitutes a technical glitch as well as a revised penalising structure and reporting formats, all of which, are welcome changes to an otherwise strict regime. While this may bring some relief to the stock brokers on the consequences of having a technical glitch in their systems, it is to be noted that the overall intent and compliance norms remain the same. That said, the move does signify the cognisance given by the regulators to the complexities involved in compliance with the regulatory framework in this regard, and the issuance of the SE Circular could pave the way for future amendments to bring further clarity to certain nuances and/or compliance mechanism, associated with the framework.

For a detailed analysis, please refer to the JSA Prism of April 9, 2025.

Investment in listed debt securities (rated A or below) by Category II Alternative Investment Funds will be considered as investments in unlisted securities

SEBI vide its board meeting dated March 24, 2025, has proposed a key amendment to Regulation 17(a) of the SEBI (Alternative Investment Funds) Regulations, 2012. This regulation requires Category II Alternative Investment Funds (“AIFs”) to invest primarily in unlisted securities i.e., more than 50% of the investible funds in unlisted securities. Pursuant to this amendment, investments by Category II AIFs in listed debt securities rated ‘A’ or below will now be treated as investments in unlisted securities for compliance purposes. The formal notification for this amendment is expected to be issued soon.

For a detailed analysis, please refer to the JSA Prism of April 11, 2025.

Revision in criteria for industrial entrepreneur memorandum acknowledgement

On April 1, 2025, DPIIT issued Press Note 1 (2025 series) (“Press Note”) to increase the thresholds for industrial undertakings required to obtain an Industrial Entrepreneur Memorandum (“IEM”) acknowledgment. This Press Note aligns the IEM acknowledgement criteria with the recently revised thresholds for classification as micro, small, and medium enterprises. This move significantly reduces compliance requirement for a wide range of industrial undertakings who were earlier required to obtain an IEM acknowledgement. In addition to harmonising regulatory frameworks, it is expected to ease operational burdens, encourage industrial growth, and foster a more business-friendly environment.

For a detailed analysis, please refer to the JSA Prism of April 14, 2025.

Press Note 2 (2025 series) clarifies on the issuance of bonus shares by Indian companies engaged in sectors prohibited for foreign direct investment

On April 7, 2025, DPIIT, through Press Note 2 (2025 series) (“PN2”), has issued a clarification concerning the issuance of bonus shares by Indian companies operating in sectors where Foreign Direct Investment (“FDI”) is prohibited.

As per Schedule I of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, FDI is prohibited in lottery business, gambling and betting, chit funds, Nidhi companies, trading in transferable development rights (TDRs), real estate business or construction of farmhouses, manufacturing of cigars, cheroots, cigarillos and cigarettes, of tobacco or of tobacco substitutes, and activities/sectors not open to private sector investment (“Sectors Prohibited for FDI”).

There was ambiguity on whether Indian companies engaged in Sectors Prohibited for FDI could issue bonus shares to its shareholders (which, by implication would have included extending the bonus offer to non-resident (“NR”) shareholders) under the ‘automatic’ route. Pursuant to the PN2, the government clarified the position that such companies (i.e., Indian companies engaged in Sectors Prohibited for FDI) are allowed to issue bonus shares to NR shareholders. The PN2 provides clarity for the Indian companies operating in sectors where FDI was originally permitted but is now prohibited. For example, it was through Press Note 2, dated May 10, 2010, that FDI was prohibited in the manufacturing of cigarettes.

For a detailed analysis, please refer to the JSA Prism of April 15, 2025.

Proposed framework on partial credit enhancement

RBI, on April 9, 2025, issued draft guidelines on non-fund-based credit facilities, proposing a comprehensive framework on Partial Credit Enhancements (“PCE”) by regulated entities. The proposed PCE framework overhauls the existing PCE framework and introduces several measures aimed at deepening retail and non-retail participation in infrastructure financing and in the bond issuances of Non-Banking Financial Company (“NBFCs”) and Housing Finance Companies (“HFCs”) with an asset size of INR 1,000 crore (Indian Rupees one thousand crore) and above.

Key changes include an increase in the permissible PCE coverage, provisioning requirements, and the extension of PCEs to bonds issued by NBFCs and HFCs with a tenor exceeding 3 (three) years, among others. The proposed framework will enable issuers with a credit rating of less than ‘AA’ to access the bond market and not restrict their funding source to bank financing for infrastructure projects. The suggested amendments are likely to provide a much-awaited fillip to projects impacted by non-accessibility of funds outside traditional banking channels resulting in general ease of doing business.

For a detailed analysis, please refer to the JSA Prism of April 21, 2025.

Proposed framework on securitisation of stressed loans

RBI has issued the Draft Directions on Securitisation of Stressed Assets on April 9, 2025 (“Draft Directions”). The Draft Directions sets out a Framework for Securitisation of Stressed Assets (“Stressed Asset Securitisation Framework”) to be undertaken by specified regulated entities of RBI.

The Stressed Asset Securitisation Framework is set to deepen the secondary market of stressed loans by providing more flexibility to the banks and financial institutions to convert illiquid loans into tradable securities. Further, it will provide a broader mechanism for the regulated entities to undertake securitisation of their stressed loan exposures, similar to the framework applicable to securitisation of standard assets.

For a detailed analysis, please refer to the JSA Prism of April 25, 2025.

SEBI redefines high value debt listed companies

SEBI amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025 (“LODR Amendment”). The LODR Amendment has redefined High Value Debt Listed Entities (“HVDLEs”) to mean entities with outstanding listed debt securities of a minimum value of INR 1,000 crores (Indian Rupees one thousand crores), as opposed to the earlier threshold of INR 500 crores (Indian Rupees five hundred crores). Further, as a key change, HVDLEs (which do not have their specified securities listed) are required to obtain a prior consent from debenture holders for undertaking any material-related party transactions.

For a detailed analysis, please refer to the JSA Prism of April 28, 2025.

This Prism has been prepared by:

Anish Mashruwala
Partner

Soumitra Majumdar
Partner

Harvi Shah
Principal Associate

For more details, please contact km@jsalaw.com

[1] [2025] SGHC 49

Tags Banking and Finance, Finance Newsletter, Financial Regulation, India Finance, Insolvency Law, JSA, JSA Banking, JSA Capital Markets, JSA Legal Updates, RBI Updates, SEBI Updates

Arka Mookerjee | Role of Capital Markets in funding India`s economic development

Sharing a highlight from the JSA Mint India Investment Summit 2025, featuring a series of engaging breakout discussions.

Among these was a compelling conversation between our partner, Arka Mookerjee, and Suraj Krishnaswamy, Managing Director & Head – TMT, Infrastructure & Conglomerates Coverage at Axis Capital Ltd.

Their discussion delved into the crucial topic: “How are capital markets fueling India’s economic journey?” This insightful dialogue explores the evolving role of capital markets in nation-building and provides valuable perspectives on their impact on India’s economic landscape.

Watch this enlightening video and gain deeper insights into how capital markets shape India’s future.

Tags Axis Capital, Capital Markets, Economic Development, India Economy, Investment Banking, JSA, JSA Events, JSA Mint IIS 2025, JSA Thought Leadership, Leading Law Firm, Leading Lawyers, Mint India Investment Summit

JSA advised IIFL Capital Services on ₹799.86 Cr Rights Issue of partly paid-up shares by Fusion Finance Limited

JSA advised IIFL Capital Services Limited, the Lead Manager, in connection with the rights issue of Fusion Finance Limited (formerly known as Fusion Microfinance Limited), involving up to 6,10,58,392 partly paid-up equity shares aggregating to approximately ₹799.86 crores.

The Letter of Offer was filed on March 29, 2025, and the issue closed on April 25, 2025.

Fusion Finance Limited is a non-banking financial company (NBFC), and microfinance institution focused on providing financial services to underserved and unserved women across rural, semi-urban, and urban areas in India, with household incomes of up to ₹300,000.

The JSA team was led by Madhurima Mukherjee Saha (Lead Partner) and included Anuj Pethia (Partner), Bhavini Mohan (Senior Associate), and Kumar Shubham, Anshuman Singh, and Devina Chopra (Associates).

Tags Capital Markets, Equity Shares, Financial inclusion, Financial Services, India Deals, JSA Deal Alert, Legal Advisory, Microfinance, Nbfc, Rights Issue, Rural Finance, Semi Urban Finance, Urban Finance

Filing of Draft Offer Document for Public Issuance of Municipal Green Bonds of Surat Municipal Corporation

JSA advised Surat Municipal Corporation (“Corporation”) and A.K. Capital Services Limited, in the public issuance of municipal green bonds of the Corporation aggregating up to ₹2,000 million (“Green Bonds”). The Draft Offer Document was filed with SEBI on May 9, 2025.

The Corporation is the municipal body of Surat city, constituted under the Constitution of India and Bombay Provincial Municipal Corporation Act, 1949. Surat is a city situated in the state of Gujarat and an important industrial hub and commercial centre of the country. Aligned with the Government of India’s commitment for green and climate-positive infrastructure, the Corporation proposes financing a few of the infrastructure projects aimed at reducing Corporation’s carbon footprint by issuing green municipal bonds. Issuing a debt instrument such as a green bond aligns with Corporation’s objective of promoting sustainability, addressing climate change challenges, and fostering inclusive economic growth in Surat.

Our Transaction Team Comprised Lead Partner, Madhurima Mukherjee Saha and Anish Mashruwala, Partners, Sagar Batra and Srinjoy Bhattacherjee, Senior Associates, Ambuj Gupta and Bhavini Mohan & Associates Arpita Mittal, Nidhi Prakriti, Rachit Munjal and Shivani Agrawal.

Deal value – INR 2 billion

Tags Climate Finance, Climate Positive, Debt Instruments, ESG, Green Bonds, Green Investment, Gujarat, India Deals, Infrastructure Funding, JSA Deal Alert, Legal Advisory, Municipal Bonds, Public Issuance, SEBI Filing, Surat City, Sustainable Infrastructure, Urban Development

JSA Prism | Finance | May 2025

Please click here to download the Prism as a PDF.

The Reserve Bank of India eases norms for short-term investments by Foreign Portfolio Investors under the general route

The Reserve Bank of India (“RBI”), vide its notification dated May 8, 2025 (“Notification”), has provided significant relaxations relating to investments by Foreign Portfolio Investors (“FPIs”) in corporate debt securities under the general route.

Under the Notification, the RBI has immediately withdrawn the short-term investment limit and concentration limit applicable on investments made by FPIs in corporate debt securities under the general route. Earlier, the FPIs were permitted to invest only up to: (a) 30% of their total investments in short-term corporate debt securities (i.e., corporate debt securities with a residual maturity of up to 1 (one) year); and (b) 15% of the prevailing investment limit for corporate debt securities for long-term FPIs (i.e., Sovereign Wealth Funds, Multilateral Agencies, Pension/Insurance/Endowment Funds and foreign Central Banks), and 10% of the prevailing investment limit for corporate debt securities for other FPIs.

RBI has also revised the Master Direction – Reserve Bank of India (Non-resident Investment in Debt Instruments) Directions, 2025 to incorporate this revision.

Conclusion

The relaxations provided by the RBI simplifies the regulatory framework and provides FPIs with a greater flexibility to structure their investments. This change is also expected to promote foreign inflows in the Indian corporate debt security market.

This Prism has been prepared by:

Nand Gopal Anand
Partner

Harshit Dusad
Principal Associate

For more details, please contact km@jsalaw.com

Tags Corporate Debt, Debt Markets, Financial Regulation, FPI Norms, FPI Regulations, India Finance, Investment Ease, JSA, RBI Update, Regulatory Update

JSA advised Dentcare Dental Lab and its promoters on the primary and secondary investments by ICICI Venture Funds Management

JSA advised Dentcare Dental Lab Private Limited (“Dentcare”) and its promoters on the minority investment by ICICI Venture Funds Management Company (“ICICI”) Limited in Dentcare’s share capital through primary and secondary transactions.

Dentcare is engaged in the manufacturing of dental products and services, with a strong presence in both domestic and international markets. This investment will result in a comprehensive capital structure for Dentcare, thus supporting its business growth and expansion plans. It will further enable Dentcare to consolidate its subsidiaries and expand its operations, thereby strengthening its market position and global footprint.

Dentcare was the first Company to obtain CDSCO approval for manufacturing of dental prostheses and has witnessed remarkable success since its inception, with operations expanding across the Middle East, Australia, New Zealand, UK and USA.

This is the first investment round raised by Dentcare, which makes this an innovative and one of its kind deal in this sector.

Our transaction team comprised Lead Partner & National Corporate Lead, Iqbal Khan, Partner, Ashid Basheer, Principal Associate, Krishaal Morjaria & Associates, Archit Chakravorty and Nidhi.

Our Employment team comprised Partner, Gerald Manoharan and Sonakshi Das.

Tags CDSCO, Corporate Law, Dental Innovation, Dentcare, FDI India, Growth Capital, Healthcare Deals, Healthcare Investment, ICICI Venture, International Expansion, JSA Deal Alert, Private Equity, SA deal

Chambers and Partners | Global Practice Guide | Acquisition Finance 2025

Our Partners, Anish Mashruwala, Utsav Johri, Megha Upadhyaya, and Principal Associate Sahil Unadkat, have authored the Global Practice Guide for the India region in “Acquisition Finance 2025”, for Chambers and Partners. This comprehensive guide offers valuable insights and analysis that underscore our commitment to excellence in acquisition finance.

Please click here to read the Global Practice Guide.

Tags Acquisition Finance, Chambers and Partners, Corporate Finance, Cross Border Transactions, Debt Financing, Finance Law, Financial Services, India Business Law, India Finance Guide, JSA Thought Leadership, Legal Advisory, Legal Insights, Mergers and Acquisitions, Structured Finance, Transaction Advisory

New Filters: Banking and Finance (including Securities)

Key clarifications on net worth and settlement guarantee fund contributions[1]

Entity incorporation in GIFT IFSC[2]

Guidelines on cyber security and cyber resilience for regulated entities[3]

Compliance reminder on licensing and special economic zones approvals[4]

Revision in reporting formats for fund management entities in IFSC[5]

Framework for finance company/finance unit undertaking the activity of global/ regional corporate treasury centres[6]

Amendment to the guidelines on corporate governance and disclosure requirements for a FC[7]

Amendments to the framework for ship leasing[8]

Fund management regulations 2025 notified to streamline fund management industry in GIFT-City IFSC, offering investor-friendly measures and more operational flexibility[11]

Requirements for entities seeking registration as know your customer registration agencies[12]

The IFSCA (Capital Market Intermediaries) Regulations, 2025[13]

Expansion in the scope of trusteeship services under the IFSCA (Ancillary Service) Framework, 2021[14]

Obligations of vault managers within the IFSC concerning customer due diligence and the maintenance of supply chain integrity[15]

Dispensation of net-worth requirement for ‘customers’[16]

Change in trading hours of IIBX[17]

Infrastructure Investment Trusts

SEBI (Infrastructure Investment Trusts) (Amendment) Regulations, 2025

SEBI (InvITs) (Second Amendment) Regulations, 2025

Relaxation of provision of advance fee restrictions in case of Investment Advisers and Research Analysts

Specialized Investment Funds

SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2025

SEBI (Credit Rating Agencies) (Second Amendment) Regulations, 2025

SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2025

Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third Amendment) Regulations, 2025

SEBI (Depositories and Participants) (Second Amendment) Regulations, 2025

Clarifications to cybersecurity and cyber resilience framework for SEBI Regulated Entities

Foreign Portfolio Investors

Limits for investment in debt and sale of credit default swaps by Foreign Portfolio Investors

Amendment to the Master Circular for FPIs, Designated Depository Participants and Eligible Foreign Investors

Review of haircuts on high quality liquid assets and review of composition and run-off rates on certain categories of deposits

Compounding of contraventions under FEMA, 1999

Banking Laws (Amendment) Act, 2025

JSA Updates

Singapore High Court grants first recognition to Indian insolvency proceedings under the UNCITRAL Model Law on Cross-Border Insolvency

Governance of technical glitches in stock broker’s electronic trading systems – moving towards a more balanced framework

Investment in listed debt securities (rated A or below) by Category II Alternative Investment Funds will be considered as investments in unlisted securities

Revision in criteria for industrial entrepreneur memorandum acknowledgement

Press Note 2 (2025 series) clarifies on the issuance of bonus shares by Indian companies engaged in sectors prohibited for foreign direct investment

Proposed framework on partial credit enhancement

Proposed framework on securitisation of stressed loans

SEBI redefines high value debt listed companies

The Reserve Bank of India eases norms for short-term investments by Foreign Portfolio Investors under the general route

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