New Filters: Banking and Finance (including Securities)

If you are not happy with the results, please do another search

JSA advises on Initial Public Offering of Central Mine Planning & Design Institute Limited

JSA Advocates & Solicitors (JSA) has advised Coal India Limited (“CIL”) and Central Mine Planning & Design Institute Limited (“CMPDIL”), a Mini Ratna subsidiary of CIL, in connection with the initial public offering (“IPO”) of CMPDIL, aggregating to ₹18,414.5 million.

The proposed IPO forms part of the Government of India’s broader disinvestment strategy, led by the Ministry of Coal and CIL, aimed at unlocking value across CIL’s subsidiary portfolio. CMPDIL, the group’s dedicated mine planning and design arm, will become the second CIL subsidiary to be listed, following the earlier listing of Bharat Coking Coal Limited.

Notably, the offering marks the first-ever public listing of a pure-play mining design and prospecting company in India, underscoring the growing investor interest in specialised mining services and technical capabilities.

According to media reports, additional subsidiaries of CIL are also expected to be considered for listing in the coming months, as part of the ongoing value realisation initiative.

The JSA team was led by Arka Mookerjee, Partner with support from Pracheta Bhattacharya, Partner; Sourav Modi, Partner;Jeebitesh Bhattacharya, Senior Associate and Aditya Shendye, Associate.

Tags CapitalMarketsMining, CMPDILIPO, CoalIndiaDisinvestment, IndiaDisinvestmentDrive, IPOIndia2026, JSA, Leading Law Firm, Leading Lawyers, MinePlanningCompanyIPO, MiningSectorIPOIndia, MiningServicesListing, NaturalResourcesIPO, PSUDisinvestmentIndia

JSA Newsletter | IFSCA | January and February 2026 Edition

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

Please click here to download the Newsletter as a PDF.

The International Financial Services Centres Authority (“IFSCA/Authority”), India’s unified regulator for International Financial Services Centres (“IFSCs”), is focused on developing a world-class financial hub at the country’s first IFSC, Gujarat International Finance Tec-City (“GIFT City”). To strengthen the industry collaboration and formalise the cooperation across various sectors and jurisdictions, as well as to enhance GIFT-IFSC’s global competitiveness, IFSCA has initiated the following understandings:

IFSCA and the Financial Conduct Authority of the United Kingdom have signed an Exchange of Letters[1] (“EoL”) to strengthen regulatory cooperation in areas of shared interest. The EoL aims to support the exchange of information on application of technologies, innovations, financial technology and regulatory technology in the financial markets in the respective jurisdictions;
IFSCA and the Finanstilsynet, the Financial Supervisory Authority of Norway, have entered into a Memorandum of Understanding (“MoU”), on February 13, 2025, to formalise regulatory cooperation in identified areas of mutual interest. The objective of the MoU is to facilitate the sharing of information on recent trends and best practices in development, regulatory and business structures in the financial markets in the respective jurisdictions.
IFSCA and the Indian Institute of Corporate Affairs signed a MoU on February 20, 2026. The MoU aims to provide a framework for collaboration in area of corporate law, sustainable finance, Environmental, Social and Governance, cross-border transactions and restructuring and research activities relevant to the needs of IFSC ecosystem;
on February 24, 2026, IFSCA and Malta Financial Services Authority have entered into an MoU to formalise regulatory cooperation in identified areas of mutual interest. The MoU aims to strengthen cooperation between the jurisdictions by enabling the exchange of information on market trends, regulatory practices, business structures in financial markets and encourage developments in the financial sector.

On the policy front, the Indian Budget 2026-27 offers 2 (two) key proposals to strengthen the competitiveness of IFSC units to attract global business and investment:

extension in the period of deduction for units in IFSCs and rationalisation of tax rate – the tax deduction period for IFSC units and offshore banking units will be extended to 20 (twenty) consecutive years out of a 25 (twenty-five) year period for units in IFSCs and 20 (twenty) consecutive years for offshore banking units. Business income of IFSC units will be taxed at a concessional 15% rate after the expiry of period of deduction; and
rationalisation of certain terms for treasury centres in IFSCs – rules on deemed dividends for IFSC treasury centres will be relaxed and not apply when the parent entity or the principal of the group is listed in a country or territory outside India and located outside India, as specified by the Central Government.

Subsequently, to make IFSC a global financial services hub, IFSCA on February 9, 2026, approved the draft Pension Fund Regulations, 2026. These regulations aim to create a strong and reliable system for long-term retirement savings, ensuring transparency and security for investors.

Further, IFSCA hosted the Payments Forum 2026 on February 13, 2026, to discuss strengthening the payments and settlement ecosystem at GIFT City’s IFSC. The forum aimed to update regulated entities across sectors on the evolving payment infrastructure at the IFSC and share recent regulatory and market developments aimed at enhancing efficiency in cross-border transactions. 2 (two) key initiatives highlighted by IFSCA are:

Payment Services Regulations, 2024 – allowing authorised payment service providers to offer a range of payment services and infrastructure; and
Foreign Currency Settlement System enabling IFSC Banking Units (“IBU”) to settle USD transactions in about 5 (five) to 6 (six) seconds.

This edition of the January – February 2026 newsletter captures the key regulatory developments aim to reinforce GIFT City IFSC’s role as a dynamic and competitive international financial centre.

Enabling eligible Special Economic Zone units and advance authorisation holders to import gold or silver through India International Bullion Exchange IFSC Limited[2]

Amendments are made to the circular dated October 10, 2025, on ‘Import of Gold or Silver by Qualified Jewellers and valid India- United Arab Emirates-Comprehensive Economic Partnership Agreement Tariff Rate Quota holders through India International Bullion Exchange IFSC Limited (“IIBX”)’. The amendments aim to relax the eligibility criteria for import of gold or silver through IIBX by Special Economic Zone (“SEZ”) units, holding valid letter of approval and having export of jewellery as 1 (one) of their authorised operations and advance authorisation holders. Further, it is clarified that an entity will not be required to be notified by IFSCA as a qualified jeweller for undertaking imports of silver bars through IIBX. Some of the key amendments are as follows:

an entity having a valid importer exporter code certificate issued by Directorate General of Foreign Trade (“DGFT”), will be eligible to import silver bars through the IIBX, without the requirement of being notified as a qualified jeweller;
proviso is added to the process of submission of a certificate by an entity, stating that in case an entity is a SEZ unit holding a valid ‘letter of approval’ and having export of jewellery as 1 (one) of its authorised operations, it must submit a certificate, duly attested by a practicing chartered accountant/cost accountant/company secretary, stating that 35% of annual turnover in each of the last 3 (three) financial years and the current financial year until the date of making the application is through dealing in goods such as precious metal jewelry, goldsmiths’/silversmiths’ wares, and coins;
the notification of an entity as a qualified jeweller to remain valid unless the same is denotified either on an application made by such entity or its participation remains suspended for a continuous period of 6 (six) months; and
Chapter II-A is inserted pertaining to import of gold or silver by entities holding ‘advance authorisation’. It introduces a new framework permitting entities holding advance authorisation issued by DGFT, and notified by IFSC as Qualified Jewelers, to import gold and silver through the IIBX.

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

IFSCA, vide circular dated January 2, 2026, has modified the IFSCA (Anti Money Laundering (“AML”), Counter-Terrorist Financing (“CFT”) and Know Your Customer (“KYC”)) Guidelines, 2022 (“Guidelines”), to strengthen risk controls while simplifying compliance. Some of the key amendments are as follows:

the Authority is empowered to exempt any activity or a regulated entity from the applicability of the Guidelines;
the Guidelines clarify that KYC Registration Agency are those entities which have been granted certificate of registration under the IFSCA (KYC Registration Agency) Regulations, 2025;
the Guidelines have formally recognised electronic documents (e-documents) to be equivalent to physical documents;
the Guidelines prescribes timeline for periodic KYC updations for resident Indian customers, which are as under:
1. every 2 (two) years for high-risk;
2. 8 (eight) years for medium-risk; and
3. 10 (ten) years for low-risk customers;
the Guidelines clarify that non-resident Indians in the United States of America, Japan, South Korea, United Kingdon (excluding British Overseas Territories), Canada, United Arab Emirates, Singapore, Australia and the European Union (excluding Croatia) may be onboarded through video KYC. For such process, IP address of the relevant non-resident Indian is required to be of India or of any of the aforementioned countries;
all financial institutions to transact or receive monetary consideration only through an account maintained with a banking unit in the IFSC; and
Global In-House Centres, International Branch Campuses, Financial Crime Compliance Service Providers, and certain intra-group financial institutions are exempted from the purview of the Guidelines. However, if such entities undertake their transactions through third-party business/service providers in the course of their operations, then they are required to conduct business risk assessments and comply with AML/CFT provisions provided under the Guidelines.

In furtherance of the above, IFSCA vide circular dated January 5, 2026, has issued a set of Frequently Asked Questions (“FAQs”) for a better understanding of the compliance expectations, and applicability of the Guidelines.

Subsequently, IFSCA, vide circular dated February 26, 2026, has further modified the Guidelines, by adding a new provision allowing OTP-based Aadhaar e-KYC authentication as a valid method for verifying customer identity. Financial institutions in IFSCs are permitted to use a one-time password sent to a person’s Aadhaar-linked mobile number to complete KYC digitally.

IFSCA (Book-keeping, Accounting, Taxation and Financial Crime Compliance Services) (Amendment) Regulations, 2026

IFSCA, vide gazette notification dated January 8, 2026, has amended the IFSCA (Book-keeping, Accounting, Taxation and Financial Crime Compliance Services) (“BATF”) Regulations, 2024 (“BATF 2024”). Some of the key amendments are:

Regulation 12 (pertaining to minimum office space criteria, whereby a BATF service provider must ensure office space in IFSC of minimum carpet area computed at 60 (sixty) square feet per employee) of the BATF 2024 is omitted; and
conditions for entities under ancillary services framework (Schedule II) is altered in line with the omission of Regulation 12 of the BATF 2024.

IFSCA (Performance Review Committee) (Amendment) Regulations, 2026

IFSCA, vide notification dated January 8, 2026, has amended the IFSCA (Performance Review Committee) Regulations, 2022. Accordingly, mandatory minimum threshold of 2 (two) independent expertise must be present during the review functions as envisaged under Section 17 of the IFSCA Act, 2019.

IFSCA (Registration of Insurance Business) (Amendment) Regulations, 2026

IFSCA, vide notification dated January 8, 2026, has amended the IFSCA (Registration of Insurance Business) Regulations, 2021, to include the definition of ‘Service Companies of Lloyd’s IFSC’ to mean, service companies registered in India and promoted by, managing agents of Lloyd’s, such group entities of managing agents or members of Lloyd’s, as may be permitted by Lloyd’s or Indian Companies which meet the specified criteria.

IFSCA (Capital Market Intermediaries) Regulations, 2025

IFSCA (Capital Market Intermediaries) (Amendment) Regulations, 2026

IFSCA, vide notification dated January 13, 2026, has amended the IFSCA (Capital Market Intermediaries) Regulations, 2025. The objective of the amendment is to ease procedural requirements for entities applying for various capital market activities and enable unified registration for such activities. Some of the key provisions are as follows:

proviso inserted under the obligation to seek registration and exemptions under registration of capital market intermediaries. Accordingly, a unit in an IFSC may obtain a unified registration for undertaking multiple activities;
the work experience in the financial services market is reduced by 5 (five) years for the principal officer or the compliance officer (previously it was 10 (ten) years); and
through this notification, the circular on ‘Recognition as Custodian of assets/securities’ dated February 24, 2021, stands superseded.

Format of net worth certificate and checklist for conducting audit of global access providers

Pursuant to the IFSCA (Capital Market Intermediaries) Regulations, 2025 and the circular dated August 12, 2025 on Regulatory Framework for Global Access in the IFSC, IFSCA, vide circular dated February 12, 2026, has prescribed the format of the net worth certificate to be submitted by Global Access Providers (“GAPs”) and other broker dealers accessing global markets on proprietary basis through GAPs. Further, the annual audit must be conducted, through a peer reviewed member of the Institute of Chartered Accountants of India or the Institute of Company Secretaries of India or the Institute of Cost Accountants of India, by relying upon the indicative checklist of documents prescribed.

Unified registration for multiple capital market activities under the IFSCA (Capital Market Intermediaries) Regulations, 2025

Pursuant to the IFSCA (Capital Market Intermediaries) (Amendment) Regulations, 2026, IFSCA, vide circular dated February 13, 2026, has introduced a new ‘Master Key’ framework to simplify the registration process for entities looking to undertake multiple capital market activities. An entity desirous of seeking registration for undertaking multiple capital market activities will apply through a single application form using the Single Window IT System (“SWIT”) portal. The entity would be provided with a common certificate of registration with the list of approved registrations. This reform is intended to reduce procedural complexity, streamline approvals, and make it easier and faster for entities to operate in capital markets within the IFSC.

IFSCA (Fund Management) Regulations, 2022

Procedure and clarification on filing of scheme application under third-party fund management arrangement

To streamline the process of filing of applications by registered Fund Management Entities (“FMEs”) authorised to launch schemes on behalf of third parties, the Authority, vide circular dated January 16, 2026, has provided clarifications regarding the process of filing of applications. Registered FMEs are required to file their schemes/documents in the prescribed format, as specified in the IFSCA circular dated April 5, 2024, on ease of doing business under the IFSCA (Fund Management) Regulations, 2022. In addition, they must provide comprehensive details of the third-party fund manager, including their legal identity, regulatory registration and ultimate beneficial ownership. All such scheme applications must be filed electronically through the SWIT portal.

IFSCA (Fund Management) (Amendment) Regulations, 2026

IFSCA, vide notification dated January 27[3], 2026, has amended the IFSCA (Fund Management) Regulations, 2025. Some of the key amendments are as follows:

relaxation in the eligibility norms for Key Managerial Personnel (“KMP”) and fund managers. Professionals with relevant certifications and shorter experience may qualify as KMPs (earlier the requirements were stricter);
where a fund management entity fails to comply with the minimum corpus requirement of USD 3 million (United States Dollars three million) within the prescribed timeline, it may extend the validity of the placement memorandum for a period of 6 (six) months commencing from the day immediately following the expiry of the existing validity period. Such extension must be subject to the filing of an application accompanied by a fee equal to: (a) 25% of the applicable fee for filing a fresh scheme, for the first extension; and (b) 50% of the applicable fee for filing a fresh scheme, for each subsequent extension; and
an additional proviso has been inserted after the proviso to Regulation 35(2), which specifies that investments by an open-ended scheme in unlisted securities will be undertaken only upon achieving the minimum corpus of USD USD 3,000,000 (US Dollar three million).

One-time window to extend the validity of the Placement Memorandum

IFSCA, vide circular dated January 27, 2026, has provided a one-time window of 3 (three) months (starting from January 27, 2026) for the venture capital schemes and restricted schemes where the Placement Memorandums (“PPMs”) have expired or are expiring shortly, to further extend the validity of the PPMs in accordance with the specified procedure. Open-ended restricted schemes (that have started investment activities raising USD 1,000,000 (US Dollar one million) but are unable to achieve the minimum corpus of USD 3,000,000 (US Dollar three million) within the validity or extended validity of the PPM), can also apply for an extension within 3 (three) months from January 27, 2026. Additional extensions of more than 6 (six) months may be allowed subject to certain conditions.

Requirement for a finance company/finance unit to have a website/webpage

IFSCA, vide circular dated February 3, 2026, has directed that all Finance Companies (“FC”)/ Finance Units (“FU”) providing services to clients other than their group entities, to maintain a dedicated website/web-page. Such website/webpage is required to inter-alia, display the following information about the FC/FU:

a brief overview of the GIFT IFSC ecosystem;

certificate of registration along with registration number and permitted activities;
comprehensive list of products and services offered with detailed descriptions;
grievance redressal procedure including contact details of the designated grievance officer; and
details of key managerial personnel, including the head of the FC/FU, chief executive officer, chief financial officer, compliance officer, and principal officer.

IBUs are directed to adhere with the above requirements from April 1, 2026.

Directions for obtaining International Securities Identification Numbers from a recognised depository in IFSC

IFSCA, vide circular dated February 6, 2026, has issued directions for obtaining International Securities Identification Numbers (“ISINs”) from a recognised depository in IFSC instead of obtaining ISINs from domestic depositories in India. Accordingly, the IFSCA has directed as under:

all units in the IFSC intending to dematerialise securities or financial products must obtain ISIN from a depository recognised by the IFSCA;
units in IFSC that are already using ISINs from an Indian domestic depository are required to switch to new ISINs issued by IFSC recognised depositories by August 31, 2026;
issuers may avail the services of International Central Securities Depositories for issuing and listing debt securities and other financial products, as permitted under the IFSCA (Listing) Regulations, 2024;
IFSC recognised depositories are required to set up a standardised process in coordination with domestic depositories and provide guidance through FAQs and notices to help entities migrate smoothly; and
IFSCA has also directed recognised depositories to submit a compliance report by September 30, 2026, confirming that the transition process has been completed.

Registration for online permanent account number verification services to IFSC registered entities

IFSCA, vide press release dated February 9, 2026, requires IFSC units onboarding clients to verify customers’ Permanent Account Number (“PAN”) details as part of the onboarding process. This can be done through online PAN verification via the Protean eGov Technologies Limited portal. The IFSC units are required to access the issuer database to verify the PAN details of their clients.

FAQs on IFSCA (Global In-House Centres) Regulations, 2025

IFSCA, vide circular dated February 13, 2026, has issued the updated FAQs on IFSCA (Global In-House Centres) Regulations, 2025. The FAQs are intended to provide operational clarity and ease of implementation regarding application, legal form and registration of Global In-House Centres.

Directions on Society for Worldwide Interbank Financial Telecommunication related operational requirements

IFSCA, vide circular dated February 26, 2026, has taken steps to ensure that IBUs follow a uniform identification, efficient routing, and seamless processing of cross-border transactions through the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) network. For the same, all IBUs had been directed by the IFSCA to inter alia, follow the below:

IBUs are required to add the words “GIFT IBU” in the SWIFT code. This will clearly depict that they are in GIFT IFSC;
IBUs are required to identify all the messages associated with their Bank Identifier Code (“BIC”), what are currently being received in their onshore India operations. They are required to ensure that their SWIFT systems are adequately configured so that all such messages are automatically directed to the appropriate IBU BIC for processing;
IBUs are required to share their SWIFT BIC code widely and ensure that the same is readily accessible through appropriate channels such as their website, brochures, customer communications, and other public-facing material;
IBUs are required to inform their partner banks and customers to use the correct SWIFT code for all their cross-border transactions. Further, IBUs are also required to appropriately populate the optional fields in SWIFT messages to clearly indicate that the message is intended for the IBU; and
from the financial quarter ending on March 31, 2026, IBUs are required to use the SWIFT message broadcast facility to share information about their BIC on a quarterly basis. Such broadcast will continue for 1 (one) year from the date of the circular.

This Newsletter has been prepared by:

Nand Gopal Anand
Partner

Rajul Bohra
Partner

Saurabh Sharma
Partner

Harshit Dusad
Partner

Tanishq Sharma
Associate

For more details, please contact [email protected].

[1] Press Release dated February 11, 2026

[2] Circular dated January 2, 2026

[3] Notified on eGazette on January 28, 2026

Tags AML Guidelines India, Bookkeeping Regulations India, Bullion Exchange India, Capital Markets India, Financial Crime Compliance India, Financial Services India, Fund Management India, Fund Management Regulations India, GIFT City India, GIFT City Regulations, Global Access IFSC, IFSC India, IFSCA India, Insurance Regulations India, Regulatory Updates India

JSA Newsletter | Finance | February 2026 Edition

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

Please click here to download the document as a PDF.

India’s financial regulatory landscape continues to evolve with a series of significant developments from the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), and the Insolvency and Bankruptcy Board of India (“IBBI”). Recent regulatory actions reflect a continued focus on strengthening transparency, improving risk management frameworks, and enhancing access to finance across key sectors.

SEBI has introduced a compliance framework for Credit Rating Agencies (“CRAs”) undertaking ratings of instruments regulated by other Financial Sector Regulators (“FSRs”), aimed at ensuring clear segregation of regulatory oversight and investor protection mechanisms. It has also introduced measures to improve transparency in investment products and sustainable finance, including requirements for reporting the Net Asset Value (“NAV”) of Alternative Investment Fund (“AIF”) units to depositories, revisions to the categorisation and rationalisation framework for mutual fund schemes to better reflect evolving investment strategies, and updated norms for the appointment of independent third-party reviewers or certifiers for green debt securities in line with broader Environmental, Social, and Governance (“ESG”) standards.

RBI has issued several important updates, including broader reforms under the External Commercial Borrowing (“ECB”) regime, changes to the Voluntary Retention Route (“VRR”) framework to improve predictability for Foreign Portfolio Investors (“FPI”), amendments to collateral-free lending limits for Micro and Small Enterprises (“MSEs”) to strengthen credit access to the Micro, Medium and Small Enterprise (“MSME”) sector, and operationalisation of a Unique Transaction Identifier (“UTI”) framework for Over-the-Counter (“OTC”) derivative transactions. It has also introduced a new framework enabling banks to participate in acquisition financing, marking a notable shift in the domestic credit landscape. It has also issued draft directions on foreign exchange dealings of authorised persons aimed at refining the regulatory framework for foreign exchange market operations and enhancing flexibility for authorised dealers.

In the insolvency space, IBBI has introduced valuation-focused reforms across multiple insolvency processes, seeking to standardise valuation methodologies, enhance disclosures, and improve transparency in insolvency proceedings.

SEBI updates

Reporting of value of units of AIFs to depositories

To facilitate system readiness of AIFs, Registrars to an Issue and Share Transfer Agents (“RTAs”) and depositories, SEBI, vide circular dated February 6, 2026, has outlined the requirements for reporting the value of units of AIFs to depositories. In this regard, the following is specified:

AIFs, through their RTAs, must upload the latest available NAV corresponding to each International Securities Identification Number (ISIN) of units of the AIF in the depository system before May 1, 2026, or within 30 (thirty) days from the date of valuation of the investment portfolio, whichever is later;
the manager of the AIF will be responsible for ensuring timely and accurate uploading of NAV; and
the depositories must:
- build necessary infrastructure for uploading of NAV by RTAs and for reflection of the same in the depository system;
- incorporate the following disclaimer wherever AIF NAV is being displayed:
  “Net Asset Value (NAV) being shown is on the basis of valuation methodology and accounting practice followed by your respective AIF. Please refer to your fund documents for more details.”;

- make necessary amendments to the relevant bye-laws, rules and regulations for the implementation of the above provisions; and
- bring the provisions of this circular to the notice of their members/participants and also disseminate the same on their websites.

Obligations on CRAs while undertaking rating of financial instruments falling under the purview of any other FSR

SEBI, vide circular dated February 10, 2026 (“Effective Date”), sets out a dedicated compliance framework for CRAs rating instruments regulated by other FSRs.

A CRA undertaking rating of instruments falling under the purview of any other FSR or authority must comply with the following conditions:

they must use distinct email ids to handle grievances relating to SEBI‑regulated activities and those relating to activities under other FSRs. They must maintain separate webpages/sections on their websites for disclosures relating to each category regulated by SEBI;
they must ensure that the minimum net worth requirement of a CRA, prescribed under the SEBI (Credit Rating Agencies) Regulations, 1999 (“CRA Regulations”), must not be impacted by the CRA’s undertaking rating of financial instruments falling under the purview of other FSR;
they must disclose activities-related information on CRA’s website and advertising/ marketing material related to overall activities of CRA;
for all rating reports and press releases/rating rationales issued after the Effective Date, CRAs must: (a) mention the name(s) of the regulator(s) for the relevant instruments; and (b) clearly disclose that SEBI investor protection and grievance/dispute redressal mechanisms are not available for such ratings. Where common rating reports or press releases are issued, CRAs must clearly segregate and label SEBI‑regulated instruments from instruments under the purview of other FSRs; and
submit an undertaking as part of the half-yearly internal audit report confirming compliance with the provisions of the CRA Regulations and the circular for activities undertaken under the purview of other FSRs.

While most provisions take effect 60 (sixty) days from the Effective Date, grievance‑handling changes through distinct email IDs and legacy‑client intimations take effect after 12 (twelve) months from the Effective Date.

Categorisation and rationalisation of mutual fund schemes

To reflect the evolving mutual fund investment landscape and emerging opportunities across multiple asset classes, SEBI, vide circular dated February 26, 2026, has issued Clause 2.6 of Chapter 2 of the Master Circular for Mutual Funds dated June 27, 2024 (in supersession of the existing Clause 2.6), dealing with categorisation of mutual fund schemes. It details the schemes categorised under each group along with their characteristics and uniform description. Some of the key provisions under the updated structure are as follows:

mutual fund schemes are broadly classified into Equity Schemes, Debt Schemes, Hybrid Schemes, Life Cycle Funds, and Other Schemes such as Fund of Funds (FoFs) and passive schemes like Exchange Traded Funds and index funds;
mutual funds are to disclose category wise portfolio overlap levels and such disclosures have to be published on the websites of all asset management companies every 30 (thirty) days, with Annexure-A of the circular providing a detailed methodology for computing such portfolio overlap;
equity schemes include categories such as multi-cap, large cap, large and mid-cap, mid-cap, small-cap, flexi-cap, dividend yield, value/contra, focused funds each with specified minimum allocations to equity or particular market capitalisation segments;
debt schemes are structured based on maturity profiles or portfolio duration, including overnight, liquid, ultra-short, short, medium, long-term, dynamic duration, corporate bond, credit risk, sectoral debt funds, with detailed asset allocation norms and specified duration requirements; and
uniform scheme naming aligned with the defined categories are mandated to ensure that schemes remain ‘true-to-label’, and require asset management companies to update scheme documentation, benchmarks, and strategies accordingly within 6 (six) months.

Revised norms for the appointment of an independent third-party reviewer/certifier for green debt security

SEBI, vide circular dated February 27, 2026, has revised the norms for the appointment of independent third-party reviewers or certifiers for green debt securities, to align the green bond framework with the broader ESG debt security standards introduced on June 5, 2025. The amendment requires issuers of green debt securities to appoint an independent third-party reviewer or certifier to confirm that the issuance complies with the definition under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, including verification of project evaluation processes and eligible project categories , and such review must be done in accordance with Regulation 2(1)(q) thereof. An issuer must appoint an independent third-party reviewer/certifier in compliance with the following conditions:

the reviewer must be independent of the issuer, its directors, senior management and key managerial personnel;
details of the appointed reviewer must be clearly disclosed in the offer document;
the reviewer must be remunerated in a way that prevents any conflicts of interest; and
the reviewer must have the expertise in assessing ESG debt securities.

RBI updates

VRR – Imparting predictability and increasing ease of doing business

To increase predictability and the ease of doing business for FPIs, RBI, vide circular dated February 6, 2026, has made the following changes to the regulatory framework governing investments under the VRR:

the investment limits under the VRR must be subsumed under the investment limit for FPI investments under the general route. Accordingly, all investments through VRR in Central Government securities (including treasury bills), State Government securities and corporate debt securities will be reckoned under the investment limit for the respective securities under the general route; and
FPIs that have availed retention periods longer than the minimum retention period stipulated in the Master Direction – RBI (Non-resident Investment in Debt Instruments) Directions, 2025 will have the option of liquidating their portfolio, fully or partly, and exiting the VRR after the end of the minimum retention period.

The circular will come into force with effect from April 1, 2026.

Lending to MSME Sector (Amendment) Directions, 2026

RBI, vide circular dated February 9, 2026, has issued the Lending to MSME Sector (Amendment) Directions, 2026, introducing enhanced measures to strengthen collateral-free lending to Micro and Small Enterprise (“MSE”). Accordingly, effective April 1, 2026, banks are mandated to provide collateral-free loans upto INR 20,00,000 (Indian Rupees twenty lakh) (earlier this was INR 10,00,000 (Indian Rupees ten lakh) to MSEs. To increase their access to formal credit, banks may, on the basis of good track record and financial position of the MSE units, increase the limit to dispense with the collateral requirement for loans up to INR 25,00,000 (Indian Rupees twenty-five lakh) as per their internal policy. Further, banks may avail credit guarantee scheme cover where applicable.

UTI for OTC derivative transactions

RBI has operationalised the UTI framework through a circular dated February 18, 2026, which will come into effect on January 1, 2027. These will be applicable to all OTC derivative transactions entered into on and after January 1, 2027.

At present, all transactions in OTC markets covering Rupee interest rate derivatives, forward contracts in Government securities, foreign currency derivatives, foreign currency interest rate derivatives, and credit derivatives are reported to the Trade Repository managed by Clearing Corporation of India Limited. It has now been decided to mandate UTI for all such transactions.

Draft Directions on Foreign Exchange Dealings of Authorised Persons

RBI, vide notification dated February 17, 2026 released draft Directions on Foreign Exchange Dealings of Authorised Persons to refine the regulatory framework governing foreign exchange market operations. The proposed Directions aim to provide Authorised Dealers with greater flexibility to deal in products and undertake foreign exchange transactions for hedging their exposures. The draft directions also aim to streamline balance sheet management, reporting obligations and risk management for Authorised Persons.

IBBI update

IBBI introduces valuation-centric reforms across insolvency and bankruptcy frameworks

IBBI has notified a set of amendments dated February 25, 2026, to strengthen valuation practices and disclosure standards under the insolvency framework. The amendments modify the following regulations issued under the Insolvency and Bankruptcy Code, 2016 (“IBC”):

the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”), which govern the Corporate Insolvency Resolution Process (“CIRP”) for corporate debtors under the IBC;
the IBBI (Pre-Packaged Insolvency Resolution Process) Regulations, 2021 (“Pre-Pack Regulations”), which regulate the Pre-Packaged Insolvency Resolution Process primarily applicable to MSMEs;
the IBBI (Liquidation Process) Regulations, 2016, which govern liquidation proceedings of corporate debtors where resolution fails; and
the IBBI (Bankruptcy Process for Personal Guarantors to Corporate Debtors) Regulations, 2019, which regulate bankruptcy proceedings against individuals who have guaranteed corporate debt.

Collectively, the following amendments aim to standardise valuation methodology, enhance transparency in asset information, and ensure consistent documentation across insolvency processes:

Revised definition and computation of fair value

The amendments revise the definition of fair value, under both the CIRP and pre-pack frameworks, to clarify that the estimated realisable value of a corporate debtor must account for the aggregate realisable value of all assets, tangible and intangible, including underlying synergies.

Structured valuation process with coordinating valuers

Both, the CIRP Regulations and Pre-Pack Regulations, now prescribe a structured valuation framework:

2 (two) sets of registered valuers must be appointed, each covering all asset classes;
each set must include a ‘coordinating valuer’ responsible for computing the fair value of the corporate debtor after considering the asset valuations prepared by valuers within that set; and
the average of the 2 (two) closest estimates of fair value and liquidation value will be treated as the final valuation.

Where the difference between estimates is 25% or more, or if the committee of creditors so decides, the resolution professional may appoint a third set of valuers.

The CIRP Regulations and Pre-Pack Regulations also require a meeting where valuers explain the valuation methodology to the committee of creditors before computation of estimates, improving transparency in the process.

Mandatory valuation reports and documentation

Across multiple insolvency frameworks, CIRP, pre-pack, liquidation, and personal guarantor bankruptcy, the amendments mandate that:

registered valuers must prepare a valuation report; and
maintain supporting documentation in the format notified by IBBI through circulars.

Additionally, references to ‘internationally accepted’ or other external valuation standards have been replaced with ‘valuation standards’ notified by IBBI through circulars, enabling regulatory alignment and flexibility.

Enhanced disclosures in the information memorandum

The CIRP Regulations expand the information required in the information memorandum, including details of:

receivables such as trade receivables, inter-corporate receivables, and contractual receivables;
joint development agreements and collaboration arrangements;
assets attached by enforcement agencies along with details of the authority and status of proceedings; and
allottees in real estate projects whose claims appear in records but have not been filed with the resolution professional.

Further, a new provision requires the resolution plan to specify treatment for such non-claiming allottees in real estate projects.

JSA updates

RBI’s framework for acquisition financing by banks

RBI has amended the Commercial Banks – Credit Facilities Directions, 2025 and the Commercial Banks – Concentration Risk Management Directions, 2025 to allow banks to fund acquisitions. The framework now sets out the manner in which acquisition finance can be provided by banks and how such lending should sit within the prudential limits. RBI’s amendments signal a structural shift by opening the door to bank led acquisition finance. It imposes clear guardrails in the form of leverage caps, tight eligibility filters, robust security requirements, strict exposure limits and other prescribed conditions.

For a detailed analysis, please refer to the JSA Prism of February 17, 2026.

Key amendments to the ECB regime

RBI has issued the Foreign Exchange Management (Borrowing and Lending) (First Amendment) Regulations, 2026 (“ECB Regulations”) on February 16, 2026. It substantially revises the framework governing ECBs by substituting Schedule I and introducing a dedicated provision on end-use restrictions (Regulation 3A). The ECB Regulations represent a comprehensive restructuring of the ECB framework. While the policy direction continues to support access to offshore capital, RBI has introduced clearer guardrails on end-use, leverage, strategic transactions and reporting discipline.

For a detailed analysis, please refer to the JSA Prism of February 19, 2026.

This Newsletter has been prepared by:

Anish Mashruwala
Partner

Sumitava Basu
Partner

Karan Abichandani
Principal Associate

Madhur Bhatt
Associate

For more details, please contact [email protected].

Tags BankingLawUpdates, FinanceNewsletterIndia, FinancialComplianceIndia, IBBIUpdates, IBCDevelopments, IndiaFinanceLaw, InsolvencyLawIndia, JSA, Leading Law Firm, Leading Lawyers, NBFCRegulationIndia, RBIUpdates2026, SEBIRegulationsIndia

JSA Prism | Securities Law | March 2026

Businessman in a suit holding a digital tablet with a glowing holographic financial chart showing growth trends.

Please click here to download the Prism as a PDF.

Ministry of Finance notifies revised minimum public shareholding requirements

The Ministry of Finance, through its notification dated March 13, 2026 notified the Securities Contracts (Regulation) Amendment Rules, 2026 (“Amendment Rules”), amending Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”). As the size of IPOs have been increasing year on year, the Amendment Rules have been notified to provide flexibility to large issuers with post-issue capital of more than INR 50,000 crore (Indian Rupees fifty thousand crore) (“Large Issuers”) by relaxing the Minimum Public Offer (“MPO”) requirement and extending the timelines to achieve the Minimum Public Shareholding (“MPS”) threshold.

Background

The SCRR prescribes conditions for listing securities on recognised stock exchanges, with Rule 19(2)(b) of the SCRR specifically mandating minimum offer and allotment to the public as a core listing requirement to ensure adequate public shareholding and market liquidity.

SEBI issued a Consultation Paper on August 18, 2025 (“Consultation Paper”) seeking comments on proposed revisions to Rule 19(2)(b) of the SCRR. The Consultation Paper noted the feedback from stakeholders and highlighted that Large Issuers face challenges in meeting the MPS requirements within the prescribed timelines, particularly issuers that dilute only 5 – 10% of their share capital at the time of the IPO and are required to dilute an additional 15 – 20% within 3 (three) – 5 (five) years of listing.

Further, this challenge is especially pronounced for profitable issuers with substantial cash reserves who are not in a high-growth phase, as well as public sector undertakings. Since these constrains could act as a deterrent for Large Issuers from considering listing in India and limiting investment opportunities for Indian investors, the Amendment Rules were notified, substantially adopting the proposed slab-wise calibration of MPO requirements and extended MPS compliance timelines.

Key amendments

The Amendment Rules now substitute clause (b) in Rule 19(2)(b) under the SCRR with the 6 (six) tiered MPS slabs. The table below provides a comparative analysis between the requirements under the erstwhile SCRR and the Amendment Rules:

Post-issue capital	MPO requirement prior to the Amendment Rules	MPS timeline requirement prior to the Amendment Rules	MPO requirement pursuant to the Amendment Rules	MPS timeline under the Amendment Rules
Up to INR 1600 crore	At least 25% of the post-issue capital	NA	MPO and MPS requirements for issuers with post-issue capital up to INR 50,000 crore remain the same as prior to the Amendment Rules.
INR 1600 crore – INR 4000 crore	At least 400 crore	To increase MPS to 25% within 3 years from the date of listing of the securities.
INR 4000 crore – INR 50,000 crore	At least 10% of the post-issue capital
INR 50,000 crore – INR 1,00,000 crore	At least 10% of the post-issue capital	To increase MPS to 25% within 3 years from the date of listing of securities.	At least INR 1000 crore and must constitute at least 8% of the post-issue capital.	To increase MPS to 25% within 5 years from the date of listing of the securities
More than INR 1,00,000 crore but less than INR 5,00,000 crore	At least INR 5,000 crore and at least 5% of post-issue capital	10% MPS to be achieved in 2 years; and 25% MPS to be achieved within 5 years from the date of listing.	At least INR 6,250 crore and must constitute at least 2.75% of the post-issue capital.	If MPS of a company at the time of listing is: 1. less than 15%, the timeline to achieve MPS of 15% is 5 years; and to achieve MPS of 25% is 10 years; and 2. If MPS upon listing is 15% or above, the company shall increase the MPS to 25% within 5 years from the date of listing.
More than INR 5,00,000 crore			At least INR 15,000 crore and must constitute at least 1% of the post-issue capital. “Notwithstanding the applicability of the aforementioned threshold, the Amendment Rules state that at least 2.5% of the post-issue capital must be offered to the public.”

Applicability to existing listed companies

The Amendment Rules clarify that the timelines prescribed for achieving the MPS will also apply to all companies listed on or before the commencement of the Amendment Rules. Further, it has also been clarified that stock exchanges will continue to retain the authority to impose fines or other penalties in respect of any past non-compliance with the prescribed MPS norms.

Exemption for International Financial Services Centres

With respect to companies listing in the International Financial Services Centre (“IFSC”), a uniform MPS of 10% is applicable under the Amendment Rules (instead of the previously applicable 25%), irrespective of the post-issue capital size. Further, the tier-based MPS slab requirements do not apply to companies listed in IFSC.

Listing of Superior Voting Rights shares

Further, the Amendment Rules contain provisions relating to companies that have issued equity shares with superior voting rights (“SVR”) to promoters and founders. In the event where a company with SVR shares held by its promoters or founders seeks to list its ordinary shares, it must list the SVR shares on the same recognised stock exchange along with the ordinary shares offered to the public.

Conclusion

The Amendment Rules introduce a more flexible and practical approach to MPS by linking requirements to the size of a company. This would allow Large Issuers to undertake fund raising in a phased manner, thereby facilitating issuers to plan and execute fund-raising activities in alignment with their strategic and operational requirements, while also enabling them to achieve MPS compliance in a more calibrated manner.

This Prism has been prepared by:

Varun Sriram
Partner

Aadhitya Logeshen
Associate

Nithyashree Venkatesh
Associate

For more details, please contact [email protected].

Tags CapitalMarketsIndia, EquityListingRules, IPORegulationIndia, JSA, LargeCapIPOIndia, Leading Law Firm, Leading Lawyers, MinimumPublicShareholding, MPSRules2026, PublicFloatNorms, SCRRAmendment, SEBICompliance, SVRSharesIndia

JSA Prism | IFSCA | March 2026

Please click here to download the Newsletter as PDF.

International Financial Services Centres Authority proposes dedicated regulatory framework for Managing General Agents in International Financial Services Centre

The International Financial Services Centres Authority (“IFSCA”), vide its consultation paper dated March 13, 2026, has proposed dedicated regulations for Managing General Agents (“MGAs”) in the International Financial Services Centre (“IFSC”).

The proposed IFSCA (Managing General Agents) Regulations, 2026 (“Draft Regulations”), seek to establish a comprehensive framework for the registration, operation, and supervision of MGAs. The Draft Regulations define an MGA as an insurance intermediary authorised by a foreign insurer pursuant to a Binding Authority Agreement (“BAA”) to manage part of its direct insurance business, including solicitation, underwriting of risks, and/or settlement of claims.

Under the IFSCA (Registration of Insurance Business) Regulations, 2021 (“IIO Regulations”), MGAs operate through a joint-registration framework with foreign insurers or foreign reinsurers. The Draft Regulations propose to replace this framework with a standalone regime under which an MGA is registered as an insurance intermediary. A person may act as an MGA in the IFSC by obtaining a certificate of registration from the IFSCA under the Draft Regulations. Upon notification, the Draft Regulations will repeal all MGA related provisions in the IIO Regulations. Stakeholder comments on the Draft Regulations are invited by April 2, 2026.

Key features of the Draft Regulations

Scope of permissible business

Under the IIO Regulations, MGAs are permitted to undertake insurance or reinsurance business, or both, pursuant to a binding agreement with a foreign insurer or foreign reinsurer. The Draft Regulations narrow this scope, restricting MGAs exclusively to direct insurance business within the IFSC and from outside India. Reinsurance and retrocession business is expressly excluded from the permissible activities of an MGA under the Draft Regulations.

Further, MGAs are not permitted to solicit direct insurance business within the Domestic Tariff Area (“DTA”), which comprises the territory of India but excludes special economic zone areas. Additionally, the Sabka Bima Sabki Raksha (Amendment of Insurance Laws) Act, 2025 amended the definition of ‘insurance intermediaries’ under the Insurance Act, 1938 to include MGAs, the Insurance Regulatory and Development Authority of India has not yet issued specific regulations governing the scope of MGA activities within the DTA.

Eligible structures

The Draft Regulations retain the 2 (two) forms through which an entity may qualify as an MGA under the IIO Regulations, either as a body corporate incorporated outside India operating as a foreign branch, or a company incorporated under the Companies Act, 2013.

To qualify as an MGA under the Draft Regulations, foreign branch applicants must now specifically demonstrate prior MGA experience in direct insurance business. This is in addition to meeting the conditions already required under the IIO Regulations, including, inter alia: (a) being registered in a Financial Action Task Force compliant country; (b) having a no objection certificate from the home country regulator; and (c) being registered in a jurisdiction with whom the Government of India has a Double Taxation Avoidance Agreement.

Capital and other requirements

Capital and net worth standards

Under the IIO Regulations, MGA entities incorporated under the Companies Act, 2013 are required to maintain a minimum paid-up capital of INR 5,00,000 (Indian Rupees five lakh) (approx. USD 5,343.07 (US Dollars five thousand three hundred and forty-three point zero seven)), with an assigned capital requirement of USD 1,500,000 (US Dollars one million five hundred thousand) being applicable to the relevant foreign insurer or reinsurer applicants.

The Draft Regulations replace this with a uniform capital requirement for MGAs incorporated in the IFSC, requiring a minimum USD 500,000 (US Dollars five hundred thousand) in paid-up equity or assigned capital, as the case may be, to be held with an IFSC Banking Unit (“IBU”). Additionally, the Draft Regulations introduce a net worth requirement, being a minimum of USD 250,000 (US Dollars two hundred and fifty thousand) or 50% of the minimum paid-up or assigned capital, whichever is higher, to be maintained at all times. In case of a shortfall, the MGA is required to restore the same and report compliance within 15 (fifteen) days.

Financial security deposit

The Draft Regulations introduce a financial security deposit requirement for MGAs, not present under the IIO Regulations. Prior to commencement of business, every MGA is required to deposit and maintain with an IBU, a sum equivalent to USD 10,000 (US Dollars ten thousand) and 10% of the minimum equity or assigned capital. IFSCA may impose a separate deposit limit, not exceeding USD 100,000 (US Dollars one hundred thousand). The deposit will have a lien with the IFSCA and may not be pledged for any loan or overdraft facility. IFSCA may access the deposit to settle unpaid court or ombudsman awards or claims under adjudication in the event the MGA enters liquidation.

Functions and limitations of an MGA

MGAs are permitted to carry out the following functions:

Underwriting and risk selection: An MGA may evaluate and accept risks, issue binders, and execute insurance contracts within the limits specified in the BAA. The MGA must ensure that all quotes are compliant with the insurer’s rating manuals, actuarial benchmarks, and related specialised data, and must not deviate from the insurer’s overarching risk appetite.
Product development: An MGA may conceptualise and design insurance products, including drafting of policy wordings, terms, conditions, and exclusions, and must ensure compliance with the IFSCA (Insurance Products & Pricing) Regulations, 2022.
Policy lifecycle management: An MGA may issue policy documents, schedules, and endorsements, and handle end-to-end administration of policies including solicitation, mid-term adjustments, renewals, and cancellations. Policyholder data must be stored within India including IFSC in compliance with applicable data protection laws.
Fiduciary and accounting functions: The IIO Regulations permit MGAs to collect premiums and receive claims money on behalf of the foreign insurer or reinsurer for onward transmission, but do not prescribe any account segregation or fund handling requirements. The Draft Regulations which restrict MGAs to direct insurance business only, introduce dedicated fiduciary account requirements in this regard. MGAs authorised to collect premiums must maintain a designated ‘Insurance Account’ with an IBU, segregated from the MGA’s operational ‘Management Account’.
No salaries, operational expenses, or capital expenditure may be paid from the insurance account. Loss retention is capped at 3 (three) months of estimated losses and loss adjustment expenses, with surplus premiums remitted to the insurer monthly. Insurance monies in the insurance account are not liable to attachment and do not form part of the assets of the MGA in the event of insolvency or liquidation.
Claims management: Where specifically delegated under the BAA, an MGA may receive notices of loss, verify policy coverage, investigate and negotiate settlements, and issue claim payments within its delegated financial authority. Any claim exceeding USD 10,000 (US Dollars ten thousand) or involving a coverage dispute, must be referred to the foreign insurer for prior approval before settlement.

Further, the Draft Regulations prohibit MGAs from:

binding reinsurance or retrocession contracts on behalf of foreign insurers;
committing insurers to participate in insurance or reinsurance syndicates;
further delegating underwriting or claims authority to sub-MGAs;
jointly employing individuals employed with the foreign insurer; and
except with the permission of the IFSCA, permitting employees to serve on the insurer’s board of directors.

BAA

No MGA may operate or bind risks or settle claims unless a BAA with the relevant foreign insurer is in force. The BAA must include prescribed mandatory clauses covering, inter alia, contract primacy, scope of authority, fit and proper status, ownership link disclosures, underwriting boundaries, monetary limits of claims authority delineation, fiduciary stewardship, bordereau reporting and data portability upon contract termination.

Professional indemnity insurance

Unlike the IIO Regulations, the Draft Regulations introduce mandatory Professional Indemnity (“PI”) insurance requirements for MGAs from the date of registration. The PI policy must cover legal liabilities arising from any acts or omissions committed by the MGA or its employees/appointed representatives in the conduct of authorised business activities. Further, the PI policy must also cover cyber liability, carry retroactive cover from the date of IFSC registration, and provide PI against IFSCA ombudsman and arbitration awards.

Foreign insurer obligations and oversight

Under the IIO Regulations, foreign insurers need to maintain a minimum credit rating with good financial security characteristics from internationally renowned credit rating agencies for the last three years. The Draft Regulations introduce more specific requirements and additional obligations on the foreign insurers in this regard.

For instance, foreign insurers must have a minimum net worth of USD 100,000,000 (US Dollars one hundred million) and a minimum credit rating of ‘A’ from a renowned international credit rating agency for the preceding 3 (three) years and may not delegate binding authority exceeding 10% of their prior year gross written premium to an MGA.

Further, insurers must conduct annual independent audits of MGA records, at least half-yearly on-site reviews of MGA’s underwriting and claims operations, and where loss reserves are established by an MGA, an independent actuary’s opinion must be obtained on their adequacy. The insurer-MGA arrangement is expressly classified as a material outsourcing arrangement. The foreign insurer may not appoint an officer, director, employee, or controlling shareholder of the MGA to its board of directors.

Governance of MGA

MGA qualified person

The Draft Regulations introduce the concept of an MGA qualified person, being an employee or director of the MGA engaged in solicitation and procurement of direct insurance business, who is required to have undergone training and passed an examination as specified by the IFSCA.

Ownership, control and key personnel changes

Prior IFSCA approval is required for:

change in the beneficial ownership of shares or contribution and control of the MGA. The Draft Regulations do not define the term ‘beneficial ownership’, and clarity on the scope of this requirement, may be needed. That said, the IFSCA (Anti Money Laundering, Counter-Terrorist Financing and Know Your Customer) Guidelines, 2022 define a beneficial owner of a company as, inter alia, directly or indirectly holding 10% of the shares, or exercising control through other means;
any change in the Principal Officer, directors, partners, or members of the MGA; or
any scheme of amalgamation, merger, acquisition, or transfer of business of the MGA.

Other requirements

The Draft Regulations introduce governance and conduct requirements that expand on the IIO Regulations. MGAs must comply with the code of conduct and adopt board-approved policies on solicitation, reviewed at least every 3 (three) years. Cyber incidents (with a likelihood of an adverse impact on the MGA’s business or policyholders) must be reported to the IFSCA within 72 (seventy-two) hours. All books and documents (as referred to in the relevant Draft Regulations provisions) must be retained for a minimum of 7 (seven) years, and records relating to pending court proceedings (where claims are reported) must be retained until disposal.

Conclusion

The Draft Regulations propose to shift from the joint-registration model under the IIO Regulations to a dedicated intermediary category for MGAs in the IFSC. In doing so, the Draft Regulations introduce capital and net worth requirements applicable to the MGAs, financial security deposit obligations, dedicated fiduciary account requirements, mandatory PI insurance, and an expanded governance and conduct framework including requirements for MGA qualified persons.

The Draft Regulations also impose direct obligations on foreign insurers entering into arrangements with MGAs, including minimum net worth and credit rating thresholds as eligibility conditions, limits on delegation of binding authority, and periodic audit and on-site review obligations in respect of MGA operations.

This Prism is prepared by:

Shivangi Sharma Talwar
Partner

Amogh Sharma
Senior Associate

Pallov Upadhyay
Senior Associate

Saurabh Agrawal
Associate

For more details, please contact [email protected].

Tags #InsuranceLaw, FinanceLaw, FinancialServices, IFSCA, IFSCIndia, InsuranceRegulation, JSA, Leading Law Firm, Leading Lawyers, LegalUpdate, MGAFramework, RegulatoryUpdate

JSA Brief | February 2026

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 (February 2026).

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 advises Centrum Capital Limited on the sale of its stake in Centrum Housing Finance Limited to Weaver Services Private Limited

Person using a smartphone with a laptop displaying rising percentage icons and upward arrows representing financial growth.

JSA Advocates & Solicitors (JSA) advised Centrum Capital Limited (CCL) on the sale of CCL’s entire shareholding in Centrum Housing Finance Limited to Weaver Services Private Limited (Weaver).

Founded by Mr. Satrajit Bhattacharya, Weaver has been established with the intent to enter the affordable home finance space and is backed by marquee investors such as Premji Invest, Lightspeed, and Gaja Capital.

The transaction was led by Sidharrth Shankar, Lead Partner, with support from Nandini Seth, Partner; Aditya Vardhan Dayal, Principal Associate; Eksha Narayan, Associate; and Aditya Sinha, Associate.

Tags #CorporateLaw, #MergersAndAcquisitions, BusinessDeal, DealAnnouncement, FinanceDeal, HousingFinance, InvestmentIndia, JSA, JSALaw, Leading Law Firm, Leading Lawyers, PrivateEquity, TransactionAdvisory

JSA Corporate InVision | February 2026 Edition

Please click here to download the document as PDF.

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI)

Transfer and dematerialisation of physical shares

To simplify investment processes by securing the rights of investors in securities purchased by them, and protect investor rights by facilitating rightful access to their securities, SEBI, vide circulars dated January 30, 2026, has:

opened a 1 (one) year special window (from February 5, 2026 to February 4, 2027) for the transfer and dematerialisation of physical securities, allowing investors to transfer and dematerialise physical securities that were bought/sold before April 1, 2019 (but were not earlier transferred). Eligible securities will be credited only in demat form and will remain locked in for 1 (one) year from the date of registration of transfer. Conditions to be fulfilled by the investor/transferee, verification procedures and obligations on listed companies/Registrars to an Issue and Share Transfer Agents (“RTAs”)/depositories are also specified. Further, listed companies/RTAs must process the transfer requests within 70 (seventy) days from the date of receipt of the request from the transferee, with complete documentation. They must publicise the opening of this special window through various media platforms, including print and social media, once every 2 (two) months during the 1 (one) year period; and
removed the requirement of issuing a ‘Letter of Confirmation’ and allowed RTAs/listed companies to directly credit securities to the investor’s demat account after due diligence. This will simplify the process of crediting securities arising from investor service requests, reducing the processing time, and minimising the risk of loss or pilferage associated with physical documentation. The investor service request must be accompanied with a copy of the duly attested latest Client Master List (not more than 2 (two) months old) of the demat account. RTAs will initiate demat conversions through the depository system and complete processing within 30 (thirty) days.

These changes will come to effect from April 2, 2026.

Sale of pledged securities: SEBI reiterates contract law safeguards

On February 5, 2026, SEBI issued a circular to the depositories reiterating certain procedural safeguards in respect of invocation of a pledge of securities and the subsequent sale of such securities.

For a detailed analysis, please refer to the JSA Prism of March 9, 2026.

Reporting of the value of units of Alternative Investment Funds to depositories

To facilitate system readiness of Alternative Investment Funds (“AIFs”), RTAs and depositories, SEBI, vide circular dated February 6, 2026, has outlined the requirements for reporting the value of units of AIFs to depositories. In this regard, the following has been specified:

AIFs, through their RTAs, must upload the latest available Net Asset Value (“NAV”) corresponding to each International Securities Identification Number (ISIN) of units of the AIF in the depository system before May 1, 2026, or within 30 (thirty) days from the date of valuation of the investment portfolio, whichever is later;
the manager of the AIF will be responsible for ensuring timely and accurate uploading of the NAV; and
the depositories must:
- build necessary infrastructure for uploading of NAV by RTAs and for the reflection of the same in the depository system;
- incorporate the disclaimer wherever AIF NAV is being displayed;
- make necessary amendments to the relevant byelaws, rules and regulations for the implementation of the above provisions; and
- bring the provisions of this circular to the notice of their members/participants and disseminate the same on their websites.

Categorisation and rationalisation of mutual fund schemes

To reflect the evolving mutual fund investment landscape and emerging opportunities across multiple asset classes, SEBI, vide circular dated February 26, 2026, has substituted Clause 2.6 of Chapter 2 of the Master Circular for Mutual Funds dated June 27, 2024 (in supersession of the existing Clause 2.6), dealing with the categorisation of mutual fund schemes. It details the schemes categorised under each group along with their characteristics and uniform description. Some of the key provisions under the updated structure are as follows:

mutual fund schemes are broadly classified into Equity Schemes, Debt Schemes, Hybrid Schemes, Life Cycle Funds, and Other Schemes such as Fund of Funds (“FoFs”) and passive schemes like Exchange Traded Funds (“ETFs”) and index funds;
mutual funds are to disclose category wise portfolio overlap levels and such disclosures must be published on the websites of all asset management companies every 30 (thirty) days, with Annexure-A of the circular providing a detailed methodology for computing such portfolio overlap;
equity schemes include categories such as multi-cap, large cap, large and mid-cap, mid-cap, small-cap, flexi-cap, dividend yield, value/contra, focused funds, each with specified minimum allocations to equity or particular market capitalisation segments;
debt schemes are structured based on maturity profiles or portfolio duration, including overnight, liquid, ultra-short, short, medium, long-term, dynamic duration, corporate bond, credit risk, sectoral debt funds, with detailed asset allocation norms and specified duration requirements; and
uniform scheme naming aligned with the defined categories are mandated to ensure that schemes remain ‘true-to-label’, and require asset management companies to update scheme documentation, benchmarks, and strategies accordingly, within 6 (six) months.

Revised norms for the appointment of an independent third-party reviewer/ certifier for green debt security

SEBI, vide circular dated February 27, 2026, has revised the norms for the appointment of independent third-party reviewers/certifiers for green debt securities, to align the green bond framework with the broader Environmental, Social, and Governance (“ESG”) debt security standards introduced on June 5, 2025. The amendment requires issuers of green debt securities to appoint an independent third-party reviewer/certifier to confirm that the issuance complies with the definition under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, including verification of project evaluation processes and eligible project categories. An issuer must appoint an independent third-party reviewer/certifier in compliance with the following conditions:

the reviewer must be independent of the issuer, its directors, senior management and key managerial personnel;
details of the appointed reviewer must be clearly disclosed in the offer document;
the reviewer must be remunerated in a way that prevents any conflicts of interest; and
the reviewer must have the expertise in assessing ESG debt securities.

MINISTRY OF COMMERCE AND INDUSTRY (MoCI)

Revision of eligibility criteria for the definition of recognised startups

Superseding the earlier notification dated February 19, 2019, MoCI, vide notification dated February 4, 2026, has revised the definition, recognition framework, and regulatory conditions applicable to startups in India, to expand the scope of eligible startups, providing special support for deep-technology innovation, and strengthening governance around the use of startup funds. Some of the key aspects are as follows:

the annual turnover limit for recognition as a startup has been increased to INR 200 crore (Indian Rupees two hundred crore) (earlier this was INR 100 crore (Indian Rupees one hundred crore)) for any of the financial years since incorporation;
the types of eligible entities will now include cooperative societies and multi-state cooperative societies, in addition to private limited companies, partnership firms, and limited liability partnerships. However, the entity must not have been created by splitting or reconstructing an existing business;
new sub-category for ‘Deep Tech Startups’ has been introduced. These are enterprises working on advanced scientific/engineering innovations with significant research and development activities, intellectual property creation, and longer development cycles. Further, such startups are granted extended recognition of up to 20 (twenty) years from incorporation and a higher turnover limit of INR 300 crore (Indian Rupees three hundred crore); and
to receive recognition from the Department for Promotion of Industry and Internal Trade, an entity must be structured as a private limited company, a limited liability partnership, a registered partnership firm, or a cooperative society. It must be less than 10 (ten) years old and must be focused on innovation, development, or the improvement of products, processes, or services.

MINISTRY OF CORPORATE AFFAIRS (MCA)

Scheme for companies to rectify compliance defaults

MCA has introduced the Companies Compliance Facilitation Scheme, 2026 (“Scheme”), a one-time, time-bound window (from April 15, 2026, to July 15, 2026), enabling companies to regularise pending statutory filings relating to financial statements and annual returns at significantly reduced additional fees and with limited immunity from penalty proceedings. From a practical standpoint, the Scheme presents a valuable opportunity for companies and corporate groups to address legacy compliance gaps, streamline their regulatory position, and take strategic decisions on inactive entities, whether to revive operations, transition to a dormant status, or pursue voluntary closure, while mitigating financial exposure and enforcement risks.

For a detailed analysis, please refer to the JSA Prism of February 27, 2026.

RESERVE BANK OF INDIA (RBI)

Voluntary Retention Route – Imparting predictability and increasing the ease of doing business

to increase predictability and the ease of doing business for FPIs, RBI, vide circular dated February 6, 2026, has made the following changes to the regulatory framework governing investments under the Voluntary Retention Route (“VRR”):

the investment limits under the VRR must be subsumed under the investment limit for FPI investments under the general route. Accordingly, all investments through the VRR in Central Government securities (including treasury bills), State Government securities and corporate debt securities will be reckoned under the investment limit for the respective securities under the general route; and
FPIs that have availed retention periods longer than the minimum retention period stipulated in the Master Direction – RBI (Non-resident Investment in Debt Instruments) Directions, 2025, will have the option of liquidating their portfolio, fully or partly, and exiting the VRR after the end of the minimum retention period.

The circular will come into force with effect from April 1, 2026.

Foreign Exchange Management (Export and Import of Currency) (Amendment) Regulations, 2026

RBI, vide notification dated February 23, 2026, has inserted a ‘Currency Declaration Form’ to the Foreign Exchange Management (Export and Import of Currency) Regulations, 2015. This form is required in cases where the aggregate value of the foreign exchange brought in by the passenger in the form of currency notes, bank notes, or travellers’ cheques exceeds USD 10,000 (United States Dollars ten thousand) or its equivalent and/or the value of foreign currency notes exceeds USD 5,000 (United States Dollars five thousand) or its equivalent.

Key amendments to the external commercial borrowing regime under the 2026 borrowing and lending regulations

RBI has issued the Foreign Exchange Management (Borrowing and Lending) (First Amendment) Regulations, 2026 (“ECB Regulations”) on February 16, 2026. It substantially revises the framework governing External Commercial Borrowings (“ECBs”) by substituting Schedule I and introducing a dedicated provision on end-use restrictions (Regulation 3A). The ECB Regulations represent a comprehensive restructuring of the ECB framework. While the policy direction continues to support access to offshore capital, RBI has introduced clearer guardrails on end-use, leverage, strategic transactions and reporting discipline.

For a detailed analysis, please refer to the JSA Prism of February 19, 2026.

RBI’s framework for acquisition financing by banks

RBI has amended the Commercial Banks – Credit Facilities Directions, 2025 and the Commercial Banks – Concentration Risk Management Directions, 2025, to allow banks to fund acquisitions. The framework now sets out the manner in which acquisition finance can be provided by banks and how such lending should sit within prudential limits. RBI’s amendments signal a structural shift by opening the doors to bank led acquisition finance. It imposes clear guardrails in the form of leverage caps, tight eligibility filters, robust security requirements, strict exposure limits and other prescribed conditions.

For a detailed analysis, please refer to the JSA Prism of February 17, 2026.

JSA UPDATES

Maharashtra Ownership Flats (Amendment and Validation) Act, 2025: Fixing the gap and streamlining real estate regulation in Maharashtra

The Maharashtra Ownership Flats (Amendment and Validation) Act, 2025, enacted on December 31, 2025, represents a recalibration of Maharashtra’s real estate regulatory framework by resolving overlap between the Maharashtra Ownership of Flats (Regulation of the Promotion of Construction, Sale, Management and Transfer) Act, 1963 (“MOFA”) and the Real Estate (Regulation and Development) Act, 2016 (“RERA”). It provides certainty for stakeholders enabling homebuyers and housing societies to secure unilateral deemed conveyance in RERA registered projects, while providing developers with clearer compliance contours and eliminating criminal exposure under MOFA. Overall, the reform establishes a more predictable and balanced regulatory regime for the sector.

For a detailed analysis, please refer to the JSA Prism of February 2, 2026.

Amendments to the 2021 intermediary rules: Synthetically generated content and shorter compliance timelines

On February 10, 2026, the Ministry of Electronics and Information Technology notified amendments to the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, introducing specific obligations for synthetically generated content and significantly shortening existing compliance timelines. For digital platforms and intermediaries, this means a practical and immediate impact, particularly for platforms enabling artificial intelligence-generated content. Such platforms must implement technical measures to prevent unlawful synthetic content from being shared, ensure permitted synthetic content is clearly labelled and traceable. They must also update user communications more frequently and respond to Government directions and user complaints as per the revised timelines.

For a detailed analysis, please refer to the JSA Prism of February 12, 2026.

End of mandatory probate: Repeal of Section 213 of the Indian Succession Act, 1925

With the enactment of the Repealing and Amending Act, 2025, Section 213 of the Indian Succession Act, 1925, is omitted, thereby abolishing the requirement of obtaining the probate or letter of administration, as a condition precedent to enforcing rights under a will. This amendment ends the colonial era framework that imposed community and geography based distinctions, particularly in the erstwhile presidency towns of Bombay (now Mumbai), Calcutta (now Kolkata) and Madras (now Chennai). The omission enables beneficiaries and institutions to act upon a duly executed will without compulsory court intervention, while retaining probate as an optional safeguard. The reform simplifies estate administration, reduces costs and timelines, and brings greater uniformity to inheritance practices across India.

For a detailed analysis, please refer to the JSA Prism of February 17, 2026.

This Newsletter has been prepared by:

Zain Pandit
Partner

Rinku Ambekar
Partner

Twisha Shrivastava
Senior Associate

Priyanka Ghag
Associate

Yatin Srivastava
Associate

For more details, please contact [email protected].

Tags #BusinessRegulation, #CorporateLaw, #FinancialRegulation, CorporateCompliance, FinanceLaw, JSA, Leading Law Firm, Leading Lawyers, LegalPublication, LegalUpdate, MCA, RBI, SEBI

Foreign direct investment: Strategic relaxations for attracting FDI

The Government of India has approved amendments to the 2020 Press Note 3 (PN 3) framework, which restricted FDI from countries sharing land borders with India. The amendments formally clarify that ‘beneficial ownership’ refers to ownership exceeding 10%, aligning with the Prevention of Money Laundering Act. Investments from such neighbouring countries resulting in 10% or less beneficial ownership and without control may now proceed under the automatic route, subject to sectoral conditions. A new 60‑day Expedited Approval Framework has also been introduced for investments in sectors such as capital goods and electronics, provided control remains with resident Indians. The changes aim to boost FDI inflows, strengthen critical manufacturing sectors, enhance supply‑chain resilience, and support start‑ups. However, clarity is still awaited on the treatment of pending applications under the old regime.

The article was authored by Ajay G. Prasad, Partner; Shivani Jain, Senior Associate; and Sapna Kataria, Associate, and was published in Lexology.

Click here to read full article.

Tags Ajay G Prasad JSA, Beneficial Ownership India, Capital Goods Sector India, Expedited Approval Framework, FDI Automatic Route, FDI Inflows India, FDI policy India, Foreign Direct Investment India, India FDI Reforms, Investment Regulatory Compliance, JSA Advocates and Solicitors, Land Border Countries FDI, Lexology, Press Note 3 Amendment, Supply Chain Resilience

Indirect Tax Law | Semi-Annual Compendium 2025

This Compendium consolidates the key decisions passed by the Hon’ble Supreme Court of India, different High Courts, and the Kerala Authority for Advance Ruling regarding indirect tax laws in India, which were circulated as JSA Newsletters during the calendar period from July 2025 till December 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 AdvanceRuling, GSTIndia, GSTLaw, HighCourtJudgments, IndirectTaxLaw, JSA, Leading Law Firm, Leading Lawyers, LegalPublication, LegalUpdates, SupremeCourtIndia, TaxCompliance, TaxLitigation

What Does SEBI Look for in an RHP? A Guide to the ICDR Disclosure Framework

Key considerations of the notified Central Rules under the Labour Codes

GIFT City - Analysis of Year 2025 Legal Updates

SHANTI ACT, 2025 | CALIBRATED LIBERALIZATION IN NUCLEAR ENERGY TO SECURE INNOVATION, DECARBONIZATION & DIVERSIFICATION OF ENERGY SOURCES

JSA Analysis | SEBI Board Meeting - December 17, 2025 | Outcome

New Filters: Banking and Finance (including Securities)

Enabling eligible Special Economic Zone units and advance authorisation holders to import gold or silver through India International Bullion Exchange IFSC Limited[2]

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

IFSCA (Book-keeping, Accounting, Taxation and Financial Crime Compliance Services) (Amendment) Regulations, 2026

IFSCA (Registration of Insurance Business) (Amendment) Regulations, 2026

IFSCA (Capital Market Intermediaries) Regulations, 2025

IFSCA (Fund Management) Regulations, 2022

Directions for obtaining International Securities Identification Numbers from a recognised depository in IFSC

Registration for online permanent account number verification services to IFSC registered entities

Directions on Society for Worldwide Interbank Financial Telecommunication related operational requirements

SEBI updates

Reporting of value of units of AIFs to depositories

Obligations on CRAs while undertaking rating of financial instruments falling under the purview of any other FSR

Categorisation and rationalisation of mutual fund schemes

RBI updates

VRR – Imparting predictability and increasing ease of doing business

Lending to MSME Sector (Amendment) Directions, 2026

UTI for OTC derivative transactions

Draft Directions on Foreign Exchange Dealings of Authorised Persons

IBBI update

IBBI introduces valuation-centric reforms across insolvency and bankruptcy frameworks

JSA updates

RBI’s framework for acquisition financing by banks

Key amendments to the ECB regime

Ministry of Finance notifies revised minimum public shareholding requirements

Background

Key amendments

Conclusion

International Financial Services Centres Authority proposes dedicated regulatory framework for Managing General Agents in International Financial Services Centre

Key features of the Draft Regulations

Capital and other requirements

Functions and limitations of an MGA

BAA

Professional indemnity insurance

Foreign insurer obligations and oversight

Governance of MGA

Ownership, control and key personnel changes

Other requirements

Conclusion

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI)

Transfer and dematerialisation of physical shares

MINISTRY OF COMMERCE AND INDUSTRY (MoCI)

MINISTRY OF CORPORATE AFFAIRS (MCA)

RESERVE BANK OF INDIA (RBI)

Key amendments to the external commercial borrowing regime under the 2026 borrowing and lending regulations

RBI’s framework for acquisition financing by banks

JSA UPDATES

Maharashtra Ownership Flats (Amendment and Validation) Act, 2025: Fixing the gap and streamlining real estate regulation in Maharashtra

Amendments to the 2021 intermediary rules: Synthetically generated content and shorter compliance timelines

End of mandatory probate: Repeal of Section 213 of the Indian Succession Act, 1925

Deals & Matter Corner

Articles & Publications

JSA Live

Blogs

Disclaimer & Confirmation