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JSA Prism | Corporate | February 2026

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Please click here to download the Prism as a PDF.

Export and import of goods and services: Reserve Bank of India simplifies the regulatory framework

The Reserve Bank of India (“RBI”) has notified the Foreign Exchange Management (Export and Import of Goods and Services) Regulations, 2026 (“2026 Regulations”), which will come into force on 1 October 2026. Upon its implementation, the erstwhile Foreign Exchange Management (Export of Goods & Services) Regulations, 2015 and circulars and directions issued by RBI from time to time on export and import of goods and services.

The 2026 Regulations establish a single, consolidated statutory framework governing foreign exchange aspects of exports and imports of goods and services thereby replacing the earlier fragmented and distinct regimes for exports and imports.

While the regulatory framework is now integrated, its on-ground implementation will depend materially on the internal policies and standard operating procedures of individual authorised dealer banks (“AD Banks”), which are awaited.

Impact of the 2026 Regulations

The 2026 Regulations have introduced a common form to report both the export of goods and services (including software).
Reduced RBI involvement with a shift towards decentralised, transaction-level decision-making by AD Banks.
Improved ease of doing business, particularly for service exporters and smaller entities, through rationalised timelines and simplified reporting and closures.
Enhanced commercial flexibility in reduction and non-realisation of export proceeds, set-off of receivables and payables, and third-party payment arrangements.

Common reporting for export of goods and services

How to report: By submitting Export Declaration Form (“EDF”) annexed to the 2026 Regulations.
Whom to report to:
- Submit to the specified authoritye., (i) commissioner of customs in Domestic Tariff Area (“DTA”) and development commissioner of Special Economic Zone (“SEZ”) in SEZ, for goods; (ii) an AD Bank in DTA and development commissioner of SEZ in SEZ, for services other than software; and (iii) an AD Bank or software technology parks of India in DTA, and development commissioner of SEZ in SEZ, for software.
- Forwarding from the specified authority to the AD Bank in case of a non-EDI port for export of goods or where the specified authority for export of services is not an AD Bank.
When to report/submit EDF:
- Goods:
  - Electronic Data Interchange (“EDI”) port: Deemed to be submitted as part of the shipping bill.
  - Non-EDI port: At the time of export.
- Services:
  - Services and software: Within 30 (thirty) days from the end of month in which invoice for services has been raised.
  - Services (other than software): Flexibility to submit on or before the date of receipt of payment.

- - Flexibility to file a single EDF in a month for various recipients.

Value to report (providing flexibility):
- For exports without consideration, ‘nil’ value can be reported.
- In case full export value is not ascertainable, the expected value based on market conditions has to be reported.
Delay in reporting: Exporter to make request to the AD Bank citing reasons for delay. Extension of timeline will be provided subject to AD Bank’s satisfaction.

Key changes:

These updates represent a major departure from the previous regime. Earlier, EDF was strictly for goods, while export of software was required to be reported in SOFTEX form, and other services were not subject to a formal declaration process. With the changes introduced through the 2026 Regulations, all declarations, whether goods or services, will have to be reported to the specified authority.

No stipulation for reporting in case of import of goods and services

The 2026 Regulations do not prescribe a separate reporting or declaration mechanism for importing goods or services. Instead, compliance is monitored through contractual payment timelines, oversight by AD Banks, and recording and closure of transactions in the Import Data Processing and Monitoring System (“IDPMS”).

Realisation of export and import proceeds

Timeline for realisation:

X		Before			Current Regime
X	X		Type	Foreign Currency		Indian Rupees
Export	15 months from date of shipment		Goods (other than exported to warehouse outside India)	15 months from date of shipment		18 months from date of shipment
	15 months from date of export or shipment		Goods (exported to warehouse outside India)	15 months from date of sale of goods from the warehouse		18 months from date of sale of goods from the warehouse
	15 months from date of invoice		Services	15 months from date of invoice		18 months from date of invoice
	as per the payment terms of the contract, subject to AD Bank being satisfied with genuineness of project		Project exports	as per payment terms of the contract, subject to AD Bank being satisfied with genuineness of project		as per payment terms of the contract, subject to AD Bank being satisfied with genuineness of project
	X		X			AD Banks have the discretion to grant extensions
Import	Within 6 months from the date of shipment. AD Banks could provide an extension of 6 months, with an overall cap of 3 years		Goods and services			As per contractual agreement of the parties. AD Banks may provide an extension

Reduced value (i.e., under-realisation or non-realisation) of exports:
- INR 10,00,000 (Indian Rupees ten lakh) and above: Request to be made to the AD Bank citing reasons for delay. Permission will be provided subject to AD Banks’ satisfaction.
- Below INR 10,00,000 (Indian Rupees ten lakh): AD Banks to permit realisation based on exporter’s declaration.
Set-off: AD Banks may permit set-off of export receivables against import payables from/to the same overseas buyer or supplier or with their overseas group or associate companies. Unless the AD Banks permit an extended time period for set-off, it has to be made within the stipulated period for realisation of export proceeds.
Manner of realisation/payment:
- Continuation of existing framework: Receipts and payments for export and import of goods and services will be in the manner specified in the Foreign Exchange Management (Manner of Receipt and Payment) Regulations, 2023, as amended from time to time.
- Closure of entry in EDPMS/IDPMS:
  - above INR 10,00,000 (Indian Rupees ten lakh): AD Banks are empowered to mark-off/close entry on Export Data Processing and Monitoring System (“EDPMS”) or IDPMS after ensuring the export value has been realised or import payment has been made, respectively. In other cases (including where import has been settled at reduced value or impossibility of refund of export advance/repatriation of import advance), AD Bank has to be satisfied with the genuineness of the transaction.
  - INR 10,00,000 (Indian Rupees ten lakh) or below: Where the shipping bill for export of goods, bill of entry for import of goods and, or invoice for export/import of services is upto INR 10,00,000 (Indian Rupees ten lakh), AD Banks are empowered to close EDPMS or IDPMS entries on the basis of a simple declaration from the exporter confirming realisation of export proceeds in full or otherwise/from the importer confirming payment for import has been made either in full or otherwise, as applicable. Such closures may be undertaken on a quarterly bulk basis.

- - Cash surplus from project exports: Subject to monitoring by AD Bank, a project exporter is permitted to deploy temporary cash surplus generated outside India in investments in short-term instruments (with original or residual maturity of 1 (one) year or less) including in treasury bills and in deposits with banks, outside India.

Delay in realisation/payment:
- Exports: Exporter to make request to the AD Bank citing reasons for delay in realisation of proceeds. Thereafter, extension of timeline will be provided subject to AD Bank’s satisfaction. If the export proceeds remain unrealised beyond 1 (one) year from the due date of realisation, or any extended period granted by AD Bank/RBI, future exports can be undertaken only against full advance payment or an irrevocable letter of credit. The provisions pertaining to caution listing have been omitted.
- Imports: Importer to make request to the AD Bank citing reasons for delay in making import payments. Thereafter, extension of timeline will be provided subject to AD Bank’s satisfaction. Interest, if any, payable on delayed payment for imports, cannot exceed the all-in-cost ceiling of trade credit prescribed under Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 (“All-in-Cost Ceiling”).
Realisation/payment through a third-party: AD Bank may permit payment and receipt from a third party (i.e., other than the exporter and importer) if it is satisfied with the bonafides of the transaction. In case of exports, the exporter is required to declare the name, address, and relationship of the third party in Form EDF.

Key changes:

Under the earlier framework, reduction or write-off of export value was permitted only for specified reasons and within prescribed monetary limits, and such write-offs were subject to detailed scrutiny by AD Banks. Set-off of export receivables against import payables was generally allowed only where the same counterparties were involved, and both the export and import transactions were required to be completed within the same calendar year. Such set-off arrangements also had to be supported by a specific agreement or written consent, with only limited relaxation available for transactions involving overseas group or associate companies under centralised settlement arrangements. It is yet to be seen if AD Bank will continue to insist on execution of irrevocable tripartite agreements in case of third-party payments. Further clarity may be required on when the requirement for an irrevocable letter of credit or full advance payment is triggered, specifically, whether it applies where export proceeds from a particular customer remain unrealised or only where proceeds from all customers remain unrealised.

Advance transactions

Permissibility of advance payment for imports and receipt of export proceeds: The advance amount and subsequent realisation of export proceeds/subsequent payments are required to be realised through the same AD Bank. A change in the AD Bank is permitted, provided the exporter informs both the existing and the new AD Bank. AD Banks can permit advance remittances only after satisfying themselves of the genuineness of the requirement. That said, AD Banks are not entitled to permit advance payment for import of gold and silver. The earlier framework required an exporter to ship goods within 3 (three) years from the date of receipt of the advance amount. The text of the 2026 Regulations appears to omit this requirement. However, it remains to be seen whether the AD Banks will re-introduce the same in their standard operating procedures, when released.
Cap on interest payable for export proceeds received in advance: Cannot exceed the All-in-Cost Ceiling.
Delay/failure to import within the contract period: Advance payment made must be repatriated. If advance payment is not repatriated or the IDPMS entry is not closed, future advance payments will be permitted only against an unconditional, irrevocable standby letter of credit or an appropriate bank guarantee.

Key changes:

The 2026 Regulations simplify the regime for advance payments by moving away from threshold-based restrictions towards a genuineness-based assessment by AD Banks. Advance payments, now, must be repatriated where the import is not completed within the contractual period, replacing the earlier requirement to receive shipments within 6 (six) months of advance payment and return unutilised foreign exchange in cases of non-receipt. Further, the earlier mandatory requirement of furnishing a letter of credit or bank guarantee upon crossing prescribed limits has been relaxed, with such safeguards now triggered only where advance payments remain unrepatriated or IDPMS entries are not closed, subject to the AD Banks’ satisfaction.

Merchanting trade transactions

Under the 2026 Regulations, merchanting trade transactions are defined as offshore buy-sell transactions undertaken by an Indian resident, with the goods not entering India. The time gap between the inward and outward remittances must not exceed 6 (six) months, subject to extension by the AD Bank in genuine cases. Payments and receipts are ordinarily required to be made to and from the respective overseas seller and buyer; however, third-party payments and receipts are now permitted, subject to conditions. Such transactions must be supported by back-to-back contracts and shipping documents, and AD Banks are responsible for monitoring completion and closure of both legs.

Key changes:

Under the earlier regime, merchanting trade transactions were subject to additional restrictions, including a requirement that the transaction be profitable and an outer time limit of 9 (nine) months, both of which have now been removed. While the 6 (six) month limit between outward and inward remittances was retained, third-party payments were not permitted under the earlier framework.

Conclusion

The 2026 Regulations is a welcome step towards facilitation and ease of cross-border trade with increased emphasis on simplification and unification of the regime for exports and imports as well as commercial flexibility, particularly in relation to realisation timelines, value reduction, set-off and advance payments.

At the same time, the framework reflects a conscious policy move towards decentralised, transaction-level decision-making by AD Banks, with concepts such as ‘genuineness’ and ‘satisfactory reasons’ becoming central to regulatory compliance. One can expect the AD Banks to formulate a consistent policy and approach towards dealing with various questions that are likely to arise during the implementation policy, thereby reducing and/or eliminating the arbitrage between various AD Banks.

This Prism has been prepared by:

Ajay G Prasad
Partner

Shivani Jain
Senior Associate

Sapna Kataria
Associate

For more details, please contact [email protected].

Tags Authorised Dealer Banks, Banking Regulation, Cross Border Trade, Export Import, Fema, Foreign Exchange, India Regulation, JSA, Leading Law Firm, Leading Lawyers, RBI, Trade Compliance

India credit boom: Private debt, NCDs, ECB reforms, GIFT City

Large credit transactions or debt-funded leveraged buyout-style acquisitions, not previously common in India, are increasingly being used. Private credit deals are burgeoning, opening up another source of debt financing. The reduction by the Reserve Bank of India (RBI) of the cash reserve ratio (CRR), coupled with its rate cuts which brought the repo rate to 5.5% as of June 2025, has boosted loan growth. The CRR reduction increased liquidity by freeing up bank deposits and lowering banks’ effective funding costs. This enabled banks to lend more.

The article was authored by Tirthankar Datta, Partner, and Utsav Johri, Partner, was published in India Business Law Journal.

Click here to read the full article.

Tags alternative lending india, banking sector growth, capital markets reforms, Corporate Finance India, Debt Capital Markets, ecb reforms india, Financial Regulation India, gift city finance, india credit boom, leveraged buyouts india, ncd market india, private credit funds, private debt india, rbi policy impact, structured finance deals

JSA Advises Growtheum Capital Partners on its Investment in Wonder Home Finance Limited

Two business professionals shaking hands over a cityscape with digital financial graphs overlayed.

JSA Advocates & Solicitors advised Growtheum Capital Partners (“GCP”) on its investment in Wonder Home Finance Limited (“WHFL”). WHFL is an affordable housing finance company focused on providing secured mortgage solutions to middle-income and emerging homebuyers across India.

Growtheum Capital Partners is a Singapore-headquartered private equity firm that partners with high-growth companies across Southeast Asia and India, with a focus on long-term value creation and sustainable growth.

The JSA team was led by Partner Sidharrth Shankar, with support from Partner Nandini Seth, Principal Associate Aditya Vardhan Dayal, and Associates Aditya Sinha and Vivek Vishwanathan.

Senior Associate Nabarun Ray, and Associates Achint Johri, Rahul Nayyar and Aaryan Pandit assisted on the legal due diligence.

Competition related analysis was undertaken by Partner Vaibhav Choukse, with support from Principal Associate Nripi Jolly.

Tags Affordable Housing Finance, Banking And Finance Law, Competition Law Advisory, Cross Border Investments, Due Diligence India, Financial Services Investment, Fintech And Lending, Growtheum Capital Partners, Housing Finance India, Investment Advisory India, JSA Corporate Practice, Mortgage Finance India, PE Transactions India, Private Equity India, Singapore PE Funds

JSA Corporate InVision | December 2025 Edition

Please click here to download the document as PDF.

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI)

SEBI introduces Single Window Automatic and Generalised Access for Trusted Foreign Investor framework for Foreign Venture Capital Investors and Foreign Portfolio Investors

SEBI, vide gazette notifications dated December 1, 2025, has issued the SEBI (Foreign Portfolio Investors (“FPIs”)) (Second Amendment) Regulations, 2025 (“FPI Amendment”) and SEBI (Foreign Venture Capital Investors (“FVCIs”)) (Amendment) Regulations, 2025 (“FVCI Amendment”). The concept of Single Window Automatic and Generalised Access for Trusted Foreign Investor (“SWAGAT-FI”) is introduced along with consequent relaxations to the eligibility and fee framework. The FPI Amendment and FVCI Amendment will come into force 180 (one hundred and eighty) days from publication in the official gazette, i.e. on or around June 1, 2026.

Some of the key amendments are as follows:

SWAGAT-FI – concept and scope: The term SWAGAT‑FI is inserted in the SEBI (FPIs) Regulations, 2019 (“FPI Regulations”) and SEBI (FVCIs) Regulations, 2000 (“FVCI Regulations”), which includes: (a) Government and Government related investors under Regulation 5(a)(i) of the FPI Regulations; and (b) public retail funds as defined in the explanation to Regulation 22(4) of the FPI Regulations, subject to conditions as may be specified by SEBI from time to time.
Amendments to the FPI Regulations:
- a proviso is inserted to Regulation 4 (c) (v) of the FPI Regulations to allow mutual funds as constituents of applicants, to include retail schemes under Alternative Investment Funds (“AIFs”), and to redefine the roles of fund management entities and associates; and
- registration fees for SWAGAT-FI are now payable in advance for blocks of 10 (ten) years each before the beginning of such block, instead of the standard periodic payments.
Amendments to the FVCI Regulations:
- Regulation 3(2) of the FVCI Regulations (dealing with eligibility/conditions for grant of FVCI registration) is amended to insert a proviso that the provisions of sub‑regulation (2) will not apply to a SWAGAT‑FI, thereby exempting such trusted investors from certain entry‑level conditions;
- in case of a SWAGAT-FI, renewal fees must be paid every 10 (ten) years from the eleventh year of registration; and
- the standard investment limits of 66.67% and 33.33% under the FVCI Regulations will not apply to SWAGAT-FIs and the renewal fees for SWAGAT-FIs must be collected in advance for blocks of 10 (ten) years each.

Unified valuation framework for takeovers and share-based employee benefits

SEBI, vide gazette notifications dated December 3, 2025, has issued the SEBI (Share Based Employee Benefits and Sweat Equity) (Second Amendment) Regulations, 2025 and SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025.

Some of the key amendments are as follows:

the definition of ‘valuer’ has been updated to align it with Section 247 of the Companies Act, 2013, thereby shifting valuation responsibilities from merchant bankers to independent registered valuers; and
all new valuations must be conducted exclusively by registered valuers. Further, SEBI now mandates that valuation of shares must be conducted by independent registered valuers, while providing a 9 (nine) month transition period for ongoing valuation assignments initiated before the amendment takes effect.

These amendments have come into force on January 2, 2026.

Strengthening financial and business continuity criteria for SEBI-registered intermediaries

SEBI, vide gazette notification dated December 3, 2025, has issued the SEBI (Intermediaries) (Third Amendment) Regulations, 2025. A new clause (da) under Regulation 30A(1) of the SEBI (Intermediaries) Regulations, 2008 has been introduced, specifying additional grounds on which a person may be deemed ‘not fit and proper’ to act as an intermediary. Some of the additional grounds are:

not meeting prescribed minimum net worth or liquid net worth requirements;
failing to achieve the mandated minimum revenue from permitted activities (subject to SEBI-notified exemptions); and
not transferring specified activities to a separate business unit as required by SEBI.

Pursuant to the amendment, the eligibility and business continuity standards for registered intermediaries are tightened.

SEBI updates merchant banker framework, revenue norms and valuation transition

SEBI, vide gazette notification dated December 3, 2025, has notified the SEBI (Merchant Bankers) (Amendment) Regulations, 2025, amending the SEBI (Merchant Bankers) Regulations, 1992. These amendments comprehensively recast registration categories, eligibility conditions, permitted activities, revenue criteria and transition out of valuation work where a merchant banker is not registered as a valuer.

Some of the key amendments are as follows:

the definition of ‘principal officer’ is revised to require at least 5 (five) years’ experience in financial markets, formal designation by the merchant banker and responsibility for day‑to‑day merchant banking operations, with existing registered merchant bankers given time as specified by SEBI to align;
2 (two) categories of merchant bankers are introduced i.e. Category I and Category II merchant bankers. Category I merchant banker is authorised to carry out all activities permitted under the principal regulations. Category II merchant banker has a more restricted scope. A Category II merchant banker can undertake all permitted merchant banking activities except those relating to main-board initial public offerings;
the minimum net worth and liquid net worth requirements for Category I and II merchant banker have been amended. The minimum net worth and liquid net worth of Category I merchant banker will be INR 50,00,00,000 (Indian Rupees fifty crore) and INR 12,50,00,000 (Indian Rupees twelve crore fifty lakh) respectively. For Category II merchant bankers the minimum net worth and liquid net worth will be INR 10,00,00,000 (Indian Rupees ten crore) and INR 2,50,00,000 (Indian Rupees two crore fifty lakh) respectively;
merchant bankers are prohibited from managing their own issues or issues where key personnel holds significant shares;
a merchant banker must ensure that the net worth specified for a merchant banker is ring-fenced from any adverse impact that may arise from undertaking the specified activities;
books of account and other records and documents maintained must be preserved for 8 (eight) years; and
core merchant banking activities cannot be outsourced, and permitted activities are clearly defined, with separate business unit requirements for certain operations.

Modalities for migration to Accredited Investor only schemes and relaxations to Large Value Funds for Accredited Investors under SEBI (AIF) Regulations, 2012

SEBI, vide circular dated December 8, 2025, has prescribed the modalities for migration to Accredited Investor (“AI”) only schemes and provided relaxations to Large Value Funds (“LVFs”) for AIs under the SEBI (AIFs) Regulations, 2012 (“AIF Regulations”). The circular operationalises the amendments notified to the AIF Regulations in November 2025 and aims to provide greater flexibility to AIFs catering exclusively to Accredited Investors, while maintaining investor consent and disclosure safeguards. In this regard, some of the key modalities and relaxations are as follows:

Naming convention: AI-only schemes and LVFs must have ‘AI only fund’ or ‘LVF’ added to their scheme name, respectively.
Migration of existing schemes: eligible AIFs/schemes can convert to AI-only or LVF schemes with investor consent and meeting specified conditions.
Reporting obligations: Managers must inform SEBI of the conversion and modified name via email within 15 (fifteen) days of conversion. A similar intimation of the change in name must be made to depositories to ensure system-level updates.
Tenure extension: The maximum permissible tenure extension for AI-only schemes, including LVFs, will be 5 (five) years in aggregate, inclusive of any extensions granted prior to migration.

Clarification on the digital accessibility circulars of SEBI

SEBI, vide circular dated December 8, 2025, has issued a clarification on its Digital Accessibility circulars, providing guidance on implementation timelines and reporting obligations for Regulated Entities (“REs”) to ensure inclusive access to investor-facing digital platforms. Key clarifications include:

Investor Charter (“IC”): REs must include the ‘Investor’s Right to Digital Accessibility’ in their ICs.
Revised timeline: REs are required to submit a status of readiness and compliance for all investor-facing digital platforms by March 31, 2026, in the prescribed format.
Grievance redressal: Investors may raise digital accessibility-related complaints through SEBI’s Complaints Redress System (SCORES) platform, which REs are required to address promptly.

SEBI (Real Estate Investment Trusts) (Third Amendment) Regulations, 2025 and SEBI (Infrastructure Investment Trusts) (Fourth Amendment) Regulations, 2025

SEBI, vide gazette notification dated December 9, 2025, has introduced amendments to the regulatory frameworks governing Real Estate Investment Trusts (“REITs”) and Infrastructure Investment Trusts (“InvITs”) through the SEBI (REITs) (Third Amendment) Regulations, 2025 and the SEBI (InvITs) (Fourth Amendment) Regulations, 2025.

Some of the key amendments are as follows:

the amendments revise the definition of certain investor categories, including family trusts and intermediaries, requiring them to have a net worth exceeding INR 500,00,00,000 (Indian Rupees five hundred crore) to be recognised under the relevant clause;
the definition of ‘qualified institutional buyer’ is aligned with the meaning assigned under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, ensuring uniformity across regulatory frameworks; and
the definition of ‘strategic investor’ is amended by expanding eligibility to institutional investors, specific foreign portfolio investors, and regulated non-banking finance companies across middle, upper and top layers. Strategic investors must invest at least 5% of the total offer size, subject to compliance with the Foreign Exchange Management Act, 1999.

Relaxation on geo-tagging requirement in India for Non-Resident Indians while undertaking reverification of Know Your Customer

SEBI, vide circular dated December 10, 2025, has amended the provisions under Master Circular on Know Your Customer (“KYC”) dated October 12, 2023, to ease reverification of KYC process for Non-Resident Indians (“NRIs”). In this regard, the requirement of physical location being in India will be relaxed for NRI clients to undertake due diligence through digital mode.

Provisions relating to strengthening governance of Market Infrastructure Institutions

SEBI, vide circular dated December 12, 2025, has issued Provisions relating to strengthening governance of market infrastructure institutions (“MIIs”), aimed at enhancing governance, accountability and operational oversight of MIIs including stock exchanges, clearing corporations and depositories. Some of the key provisions of the circular are as follows:

Mandatory appointment of two Executive Directors (“EDs”): Each MII must appoint 2 (two) EDs, one to oversee critical operations and the other to oversee regulatory compliance, risk management and investor grievances, strengthening functional leadership.
Reporting structure: EDs will report to the Managing Director (“MD”) and provide quarterly reports to the Governing Board; they may escalate critical matters directly to SEBI where necessary.
Realigned senior management reporting: Key personnel such as chief technology officer and chief information security officer will report to the ED of critical operations, while the Compliance Officer (“CO”) and chief risk officer report to the ED of regulatory functions, reinforcing accountability.
Implementation timelines: MIIs must complete appointments and amend their by-laws and internal governance documents within SEBI-specified timelines to reflect the strengthened governance framework.

These governance enhancements are designed to clearly delineate operational and regulatory responsibilities within MIIs, improve leadership accountability, and bolster institutional resilience in India’s securities markets.

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

SEBI, vide gazette notification dated December 15, 2025, has amended the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2025. The key amendment includes a uniform substitution of the term ‘share transfer agent’ with ‘registrar to an issue and share transfer agent’. This amendment is to ensure consistency with the new SEBI (Registrar to an Issue and Share Transfer Agent) Regulations, 2025.

SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 2025

SEBI, vide notification dated December 15, 2025, has notified the SEBI (Registrars to an Issue and Share Transfer Agents) (“RTA”) Regulations, 2025 (“RTA Regulations, 2025”), repealing the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. The new regulations aim to introduce enhanced requirements relating to registration, governance, investor protection (including net worth of INR 50,00,000 (Indian Rupees fifty lakh), appointment of COs, audit requirements), and operational standards, consolidating past circulars for clarity and bringing RTA oversight in line with evolving market needs. Some of the key provisions are as follows:

no person may act as an RTA without obtaining a certificate of registration from SEBI;
services provided to unlisted companies must be carried out through a segregated business unit and such services are not governed by the RTA Regulations, 2025;
registered RTAs must abide by SEBI regulations, obtain prior board approval for change in control, enter into legally binding client agreements, maintain required net worth at all times, and provide services only to listed or proposed listed entities; and
RTAs are required to resolve investor grievances within 21 (twenty one) calendar days of receipt and comply with a SEBI-specified IC. Disputes between RTAs, clients and investors must be referred to appropriate dispute resolution mechanisms including mediation, conciliation or arbitration.

Mandating periodic disclosure requirements – Securitized Debt Instruments

SEBI, vide circular dated December 16, 2025, has mandated periodic disclosure requirements for Securitised Debt Instruments (“SDIs”) under Regulation 11B of the SEBI (Issue and Listing of SDI and Security Receipts) Regulations, 2008 (“SDI Regulations”). The move seeks to enhance transparency, investor protection and ongoing monitoring of securitisation transactions. Key provisions include:

the disclosure requirements apply to: (a) Special Purpose Distinct Entities (SPDEs) created for securitisation transactions; and (b) Trustees appointed in relation to SDIs;
disclosures must be made on a half-yearly basis; and
the required disclosures must be submitted to: (a) SEBI; and (b) the stock exchange(s) concerned where the SDIs are listed.

The periodic disclosure requirements will be effective from March 31, 2026.

Ease of investments and ease of doing business measures – enhancing the facility for basic services demat account

SEBI, vide circular dated December 24, 2025, has sought to simplify compliance for Depository Participants (“DPs”) and improving investor access to low-cost demat services. Under the circular:

zero coupon zero principal bonds and delisted securities will be excluded while computing the threshold for Basic Services Demat Account (“BSDA”) eligibility;
DPs will reassess BSDA eligibility on a quarterly basis; and
DPs must obtain active consent from the beneficiary owner to avail or continue to avail the facility of a regular demat account, through a verifiable channel as specified by the depositories.

Review of simplification of procedure and standardisation of formats of documents for issuance of duplicate certificates

To facilitate ease of doing investment for investors, SEBI, vide circular dated December 24, 2025, has simplified and standardised the process for issuance of duplicate securities certificates. Accordingly, it has been decided to increase the threshold for simplified documentation from the current INR 5,00,000 (Indian Rupees five lakh) to INR 10,00,000 (Indian Rupees ten lakh). To simplify the documentation, it has been decided to:

prescribe a standardised affidavit-cum-indemnity bond;
rationalise the documentation for securities having value of more than INR 10,00,000 (Indian Rupees ten lakh); and
do away with notarisation of the affidavit-cum-indemnity bond for cases involving securities with value up to INR 10,000 (Indian Rupees ten thousand).

Certification requirement for COs of managers of AIFs

SEBI, vide circular dated December 30, 2025, has mandated certification requirements for COs of managers of AIFs, outlining eligibility criteria and implementation timelines. Key provisions include:

Mandatory certification: COs must obtain certification from the National Institute of Securities Markets (“NISM”) by passing the NISM Series-III-C: Securities Intermediaries Compliance (Fund) Certification Examination.
Effective date: Managers of AIF must ensure that with effect from January 1, 2027, only those persons who have obtained the aforesaid certification will be appointed as or will continue to act as CO of managers of AIFs.
Reporting obligation: AIF trustees/sponsors/managers must include compliance with this requirement in the ‘Compliance Test Report’ as per SEBI master circular dated May 7, 2024.

MINISTRY OF CORPORATE AFFAIRS (MCA)

MCA raises small company thresholds providing dematerialisation relief

On December 1, 2025, MCA revised the thresholds for a company to qualify as a small company under Section 2(85) of the Companies Act, 2013, by amending Rule 2(1)(t) of the Companies (Specification of Definition Details) Rules, 2014.

These amendments reflect MCA’s effort to balance the fostering of a more transparent and accountable corporate ecosystem, and the ease of doing business for small companies and start-ups. While dematerialisation is expected to deliver long-term benefits such as robust ownership tracking, quicker transactions and the prevention of disputes arising out of loss, forgery, manipulation or defective titles to shares, the process has also been flagged to be cumbersome and expensive for smaller companies to implement effectively. As such, the newly increased thresholds are a welcome step to making India’s competitive corporate landscape easier to navigate for small companies.

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

MCA replaces annual KYC filing requirements with simpler KYC intimation once every 3 (three) years

MCA, vide gazette notification dated December 31, 2025, has notified the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, further amending the Companies (Appointment and Qualification of Directors) Rules, 2014. The amendment significantly reduces compliance burden by rationalising director KYC requirements and updating procedural references under the rules. Key modifications include:

annual KYC filing requirement has been replaced with a simpler KYC intimation once every 3 (three) years; and
directors must file Form No. DIR-3 KYC Web within 30 (thirty) days of any change in their mobile number, email address, or residential address, along with the prescribed fee, irrespective of the triennial cycle.

These amendments aim to streamline director identification number KYC compliance, reduce repetitive filings, and improve ease of doing business without diluting regulatory oversight.

The amendment will come into effect on March 31, 2026.

RESERVE BANK OF INDIA (RBI)

RBI mandates direct daily LRS reporting by the authorised dealer category-II banks and full-fledged money changers

RBI, vide circular dated December 3, 2025, has mandated submission of ‘LRS Daily Return’ under the Liberalised Remittance Scheme (“LRS”) by Authorised Dealer (“AD”) Category-II banks/entities and Full-Fledged Money Changers (“FFMCs”), expanding earlier reporting requirements that applied only to AD Category-I banks. The aim is to enhance real-time monitoring and compliance of individual remittances under LRS. The LRS Daily Return submission will be effective January 1, 2026. The master direction on reporting under the Foreign Exchange Management Act, 1999 will be updated to reflect this change. Some of the key provisions of the circular are as follows:

Direct daily reporting: AD Category-II banks/entities and FFMCs are required to submit their own LRS Daily Return directly on RBI’s Centralised Information Management System (“CIMS”), starting January 1, 2026.
Cessation of intermediated reporting: With direct access to CIMS, AD Category-II banks/entities and FFMCs no longer need to report LRS transactions through AD Category-I banks.
Permanent Account Number (“PAN”) wise balance checking: Access to CIMS enables AD Category-II banks/entities and FFMCs to view the cumulative amount remitted by a resident individual (PAN-wise) under LRS during the current financial year before facilitating a new LRS transaction, aiding compliance with the annual limit.

RBI issues amendments to gold metal loan scheme

RBI, vide notification dated December 4, 2025, has issued Amendments to the Gold Metal Loan (“GML”) scheme, finalising changes to the regulatory framework for GMLs following stakeholder feedback on the draft RBI (Gold Metal Loans) Directions, 2025. The amendments aim to consolidate existing GML regulations, address prudential gaps, expand scheme scope, and provide operational flexibility to banks. Some of the key amendments are as follows:

Broadened borrower eligibility: GMLs may now be extended to jewellers outsourcing manufacturing, in addition to traditional jewellery manufacturers and exporters, enhancing access for a wider set of industry participants.
End-use monitoring and definitions: Banks are required to monitor end-use of gold, and ‘gold in raw form’ has been redefined as ‘primary gold’ to clarify permissible collateral and risk treatment.
Flexible security arrangements: For borrowers without direct banking relationships, banks may accept stand-by letters of credit or bank guarantees in place of physical gold to secure GMLs.
Extended repayment tenor: The maximum repayment tenure for GMLs has been extended to 270 (two hundred and seventy) days, aligning with jewellery inventory cycles and business cash-flow needs.
Reporting and supervisory framework: Periodic reporting templates have been updated to calculate weighted average interest rates on disbursed amounts, and reporting frequency has been revised from monthly to quarterly to improve supervisory oversight.

RBI (Non-Operative Financial Holding Company) (Amendment) Directions, 2025

RBI, vide notification dated December 5, 2025, has issued the RBI (Non-Operative Financial Holding Company) (Amendment) Directions, 2025, amending the RBI (Non-Operative Financial Holding Company) Directions, 2025 to clarify and strengthen the structuring of activities within a banking group under a Non-Operative Financial Holding Company (“NOFHC”) framework. The amendments are effective December 5, 2025, and reflect stakeholder feedback on draft proposals.

Some of the key provisions of the amendment directions are as follows:

Core vs. specialised activities segregation: All activities permitted to banks under Section 6(1)(a) to (o) of the Banking Regulation Act, 1949 (e.g., deposit-taking, lending) must be carried out directly by the bank and not through NOFHC or group entities. In contrast, specialised financial services such as mutual fund business, insurance business, pension fund management, investment advisory and management services, portfolio management services and broking services may be undertaken only through a subsidiary, joint venture or associate of the NOFHC/group entity.
NOFHC approval/notification requirements: NOFHCs are not required to obtain prior RBI approval for entities undertaking the permitted specialised activities as prescribed. However, they must intimate RBI within 15 (fifteen) days of the board resolution to commence such business. For any other business outside these specified specialised activities, the NOFHC must still obtain prior approval from RBI before undertaking such activities.
Prohibition on non-permitted business: Activities not permitted to the bank under the Banking Regulation Act (i.e., non-core banking services) are also not permitted to be undertaken by the NOFHC group entities. This ensures that neither the bank nor its group outside the specified specialised services engages in inherently prohibited activities.

Master Direction – RBI (Rupee Interest Rate Derivatives) Directions, 2025

RBI, on December 8, 2025, issued the Master Direction – RBI (Rupee Interest Rate Derivatives) Directions, 2025 (“Directions”), consolidating and updating the regulatory framework governing rupee interest rate derivatives (“IRD”) in India. The Direction modernises the existing regime to reflect evolving product innovation, market structures, and wider risk-hedging needs across the financial system. Some of the key provisions of the Directions are as follows:

Scope and applicability: The Directions apply to all rupee IRD transactions, including over the counter and exchange-traded interest rate swaps, forward rate agreements, caps, floors, collars and similar instruments.
Eligible participants: Both resident and non-resident persons are eligible to participate in IRD markets.
Reporting and supervision: Mandatory transaction reporting to trade repositories and regulatory disclosures are required to support RBI’s monitoring of systemic risk and market developments.
Product coverage: The Directions cover a range of IRD products such as interest rate swaps, forward rate agreements, caps, floors and collars, and standardise the treatment of forward contracts in government securities consistent with related RBI IRD policy.
Documentation, conduct and risk management: Participating entities must follow standardised documentation, risk-management practices and exposure norms for IRDs, including valuation and settlement conventions designed to enhance market discipline.

JSA UPDATES

Supreme Court of India reaffirms party autonomy and the “Legitimate Interest” test in commercial arbitrations

In a recent judgment, the Supreme Court of India (“Supreme Court”) has delivered a landmark judgment reinforcing the sanctity of commercial contracts and the doctrine of party autonomy. The Supreme Court held that in transactions between sophisticated commercial entities, a high rate of interest (36% p.a. with monthly rests) triggered by a default cannot be characterised as unconscionable or penal, provided it serves a legitimate business interest of the lender.

For a detailed analysis, please refer to the JSA Prism of December 26, 2025.

This Newsletter has been prepared by:

Anand Lakra
Partner

Anant Mishra
Partner

Viraja Shah
Associate

Anoushka Sood
Associate

Janhavi Jagtap
Associate

For more details, please contact [email protected].

JSA Newsletter | Finance | December Edition 2025

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Please click here to download the Newsletter as PDF.

This final monthly edition of the Finance Newsletter for 2025 captures a series of significant regulatory developments across banking, capital markets, foreign investment and insolvency, reflecting the regulators’ continued focus on transparency, investor protection and ease of doing business.

The Reserve Bank of India (“RBI”) has introduced a daily reporting requirement under the Liberalised Remittance Scheme (“LRS”) for Authorised Dealer (“AD”) Category-II banks/entities and Full-Fledged Money Changers (“FFMCs”), strengthening oversight of outward remittances by resident individuals. RBI has also issued amendments to the Gold Metal Loan (“GML”) scheme, consolidating the regulatory framework, broadening borrower eligibility, enhancing end-use monitoring, providing greater flexibility in security arrangements, extending repayment tenors, and rationalising reporting requirements. In addition, RBI has notified amendments to the Non-Operative Financial Holding Company (“NOFHC”) framework to clarify the segregation of core banking activities and specialised financial services within banking groups and to strengthen governance and compliance oversight.

The Securities and Exchange Board of India (“SEBI”) has rolled out wide-ranging reforms, including the introduction of the Single Window Automatic and Generalised Access for Trusted Foreign Investors (“SWAGAT-FI”) framework, to offer a single‑window, lower‑friction onboarding regime for Foreign Portfolio Investors (“FPIs”) and Foreign Venture Capital Investors (“FVCIs”), while hardening net‑worth, revenue and continuity criteria for registered intermediaries and refining eligibility and capital thresholds for participation in Real Estate Investment Trusts (“REITs”), Infrastructure Investment Trusts (“InvITs”) and listed debt markets.

SEBI has further liberalised conditions for issuance of low-denomination debt securities, and prescribed modalities for migration to Accredited Investors Only Funds (“AIOF”) under the Alternative Investment Funds (“AIFs”) framework. On the disclosure side, SEBI has prescribed granular, half‑yearly reporting formats for Securitised Debt Instruments (“SDIs”). SEBI has further liberalised the minimum denomination and product design for listed non‑convertible securities with zero-coupon, widening access for non‑institutional investors without diluting regulatory oversight. The Insolvency and Bankruptcy Board of India (“IBBI”) has mandated full beneficial‑ownership mapping and Section 32A affidavits in every resolution plan, signalling a policy bias towards traceability and ‘clean‑slate’ scrutiny in stressed‑asset resolutions.

RBI updates

Submission of LRS daily return by AD- Category -II banks/ entities and FFMCs

RBI, vide circular dated December 3, 2025, has mandated submission of ‘LRS Daily Return’ under the LRS by AD Category-II banks/entities and FFMCs, expanding earlier reporting requirements that applied only to AD Category-I banks. The aim is to enhance real-time monitoring and compliance of individual remittances under LRS. The LRS Daily Return submission is effective January 1, 2026. The master direction on reporting under the Foreign Exchange Management Act, 1999 will be updated to reflect this change. Key provisions of the circular are as follows:

Direct daily reporting: AD Category-II banks/entities and FFMCs are required to submit their own LRS Daily Return directly on RBI’s Centralised Information Management System (“CIMS”), starting January 1, 2026.
Cessation of intermediated reporting: With direct access to CIMS, AD Category-II banks/entities and FFMCs no longer need to submit the LRS transactions through AD Category-I banks.
Permanent Account Number (“PAN”) wise balance checking: Access to CIMS enables AD Category-II banks/entities and FFMCs to view the cumulative amount remitted by a resident individual (PAN-wise) under LRS during the current financial year before facilitating a new LRS transaction.

RBI issues amendments to GML scheme

RBI, vide notification dated December 4, 2025, has issued amendments to the GML scheme, finalising changes to the regulatory framework for GMLs following stakeholder feedback on the draft RBI (Gold Metal Loans) Directions, 2025. The amendments aim to consolidate existing GML related regulations, address prudential gaps, expand the scope of the GML scheme, and provide operational flexibility to banks. Some of the key amendments are as follows:

Broadened borrower eligibility: GMLs may now be extended to entities who either manufacture and/ or sell jewellery in domestic and/ or export markets, provided that, jewellers who are not manufacturers themselves, may borrow under GML only for outsourcing their manufacturing of jewellery on job basis to any manufacturing firms/artisans/goldsmiths. This enhances access for a wider set of industry participants.
End-use monitoring and definitions: Banks are required to monitor the exposure level and the end-use of gold being lent under the GML schemes and banks are required to ensure that the gold borrowed under GML scheme is neither sold nor exported by borrowers in the form of primary gold.
Flexible arrangements: For borrowers who are not regular customers, banks may accept stand-by letters of credit (“SBLC”) or bank guarantees (“BG”), denominated in INR and issued by other scheduled commercial banks that maintain business accounts of the jewellers, subject to independent credit assessments by the GML providing bank and the SBLC/BG issuing bank.
Extended repayment tenor: In case of lending to jewellery exporters, the repayment tenor of the GML is required to be fixed by a bank, subject to the extant of the Foreign Trade Policy (“FTP”) and the Handbook of Procedures of the FTP. For all GML other than lending to jewellery exporters, a bank may fix a repayment tenor as per its policy, in alignment with the working capital cycle of the jeweller, subject to a ceiling of 270 (two hundred and seventy) days.
Reporting and supervisory framework: Periodic reporting templates have been updated to calculate weighted average interest rates on disbursed amounts, and reporting frequency has been revised from monthly to quarterly to improve supervisory oversight.

RBI (NOFHC) (Amendment) Directions, 2025

RBI, vide notification dated December 5, 2025, has issued the RBI (NOFHC) (Amendment) Directions, 2025, amending the RBI (NOFHC) Directions, 2025 to clarify and strengthen the structuring of activities within a banking group under a NOFHC framework. The amendments are effective December 5, 2025, and reflect stakeholder feedback on draft proposals. Some of the key provisions of the amendment directions are as follows:

Core specialised activities segregation: All activities permitted to banks under Section 6(1)(a) to (o) of the Banking Regulation Act, 1949 (e.g., deposit-taking, lending) must be carried out directly by the bank and not through NOFHC or group entities. In contrast, specialised financial services such as mutual fund business, insurance business, pension fund management, investment advisory and management services, portfolio management services and broking services must be undertaken only through a subsidiary, joint venture or associate structure.
NOFHC approval/notification requirements: NOFHCs are not required to obtain prior RBI approval for entities undertaking the permitted specialised activities as prescribed above. However, they must intimate RBI within 15 (fifteen) days of the board resolution to commence such business. For any other business outside these specified specialised activities, the NOFHC must still obtain prior approval from RBI before undertaking such activities.
Prohibition on non-permitted business: Entities under a NOFHC are not permitted to undertake activities that the bank itself is not permitted to undertake. This ensures that neither the bank nor its group outside the specified specialised services engages in inherently prohibited activities.

SEBI updates

SEBI introduces SWAGAT-FI framework for FVCIs and FPIs

SEBI, vide gazette notifications dated December 1, 2025, has issued the SEBI (FPIs) (Second Amendment) Regulations, 2025 (“FPI Amendment”) and SEBI (FVCIs) (Amendment) Regulations, 2025 (“FVCI Amendment”). The concept of SWAGAT-FI is introduced along with consequent relaxations to the eligibility and fee framework are introduced. The FPI Amendment and FVCI Amendment will come into force 180 (one hundred and eighty) days from publication in the official gazette, i.e. on or around June 1, 2026.

Some of the key amendments are as follows:

SWAGAT-FI – concept and scope: The term SWAGAT‑FI is inserted in the SEBI (FPIs) Regulations, 2019 (“FPI Regulations”) and SEBI (FVCIs) Regulations, 2000 (“FVCI Regulations”), which includes: (a) Government and Government related investors under Regulation 5(a)(i) of the FPI Regulations; and (b) public retail funds as defined in the explanation to Regulation 22(4) of the FPI Regulations, subject to conditions as may be specified by SEBI from time to time.
Amendments to the FPI Regulations:
A proviso is inserted to Regulation 4 (c) (v) of the FPI Regulations to allow the following to be constituents of the applicant:

- mutual funds; and
- resident Indian, other than individuals, subject to the following:
  - AIF or retail schemes set up in the International Financial Services Centres;
  - such resident Indian, other than individuals, is a fund management entity or its associate; and

- - - the contributions of such resident Indian, other than individuals, is:
    - 10% of the corpus of the applicant in case the applicant is an AIF; and
    - 10% of the assets under managements in case the applicant is a retail scheme.

- - registration fees for SWAGAT-FI are now payable in advance for blocks of 10 (ten)-year each before the beginning of such block.
Amendments to the FVCI Regulations:
The requirement of an application for grant of registration certificate as a FVCI through a designated depository participant will not be applicable to a SWAGAT-FI;
in case of a SWAGAT-FI, renewal fees of US$100 (US Dollars one hundred) must be paid every 10 (ten) years to keep the registration in force; and
the standard investment limits of 66.67% and 33.33% in prescribed securities under the FVCI Regulations will not apply to SWAGAT-FIs.

Strengthening financial and business continuity criteria for SEBI-registered intermediaries

SEBI, vide gazette notification dated December 3, 2025, has issued the SEBI (Intermediaries) (Third Amendment) Regulations, 2025, with effect from January 3, 2026. SEBI may take action against any intermediary for suspension or cancellation of its certificate of registration, where such intermediary is a person who fails to: (a) meet the prescribed minimum net worth or minimum liquid net worth requirements; (b) achieve the mandated minimum revenue generation from permitted activities (subject to SEBI-notified exemptions); and (c) transfer specified activities to a separate business unit as required by SEBI. Pursuant to the amendment, the eligibility and business continuity standards for registered intermediaries are tightened.

SEBI (REITs) (Third Amendment) Regulations, 2025 and SEBI (InvITs) (Fourth Amendment) Regulations, 2025

SEBI, vide gazette notification dated December 9, 2025, has introduced amendments to the regulatory frameworks governing REITs and InvITs through the SEBI (REITs) (Third Amendment) Regulations, 2025 and the SEBI (InvITs) (Fourth Amendment) Regulations, 2025.

Some of the key amendments are as follows:

the amendments revise the definition of institutional investors to include family trusts or intermediaries registered with SEBI, having a net worth exceeding INR 500,00,00,000 (Indian Rupees five hundred crore) as per the latest audited financial statement; and
the definition of ‘strategic investor’ is amended by expanding eligibility to institutional investors, foreign portfolio investors (that are not institutional investors), non-banking finance companies across the middle, upper and top layer and such other entities as SEBI may specify, who jointly or severally, invest at least 5% of the total offer size, subject to compliance with the Foreign Exchange Management Act, 1999. Further, if any entity is regulated by any financial sector regulator, SEBI will consult such financial sector regulator prior to specifying the entity as a strategic investor.

Mandating periodic disclosure requirements – SDIs

SEBI, vide circular dated December 16, 2025, has mandated periodic disclosure requirements for SDIs under Regulation 11B of the SEBI (Issue and Listing of SDIs and Security Receipts) Regulations, 2008 (“SDI Regulations”). The move seeks to enhance transparency, investor protection and ongoing monitoring of securitisation transactions.

Key provisions include:

the disclosure requirements apply to trustees of special purpose distinct entities created for securitisation transactions;
the disclosures must be made on a half-yearly basis; and
the required disclosures must be submitted to: (a) SEBI; and (b) the stock exchange(s) concerned where the SDIs are listed, within 30 (thirty) days from the end of March or September.

The periodic disclosure requirements will be effective from March 31, 2026.

Modification in the conditions specified for reduction in denomination of debt securities

SEBI, in July 2024, had amended the framework governing the issuance of debt securities and non-convertible redeemable preference shares to permit issuance at a reduced face value of INR 10,000 (Indian Rupees ten thousand), down from INR 1,00,000 (Indian Rupees one lakh), but subject to certain conditions, such as that the debt security will be interest/dividend bearing with a fixed maturity without structured obligations.

Building on this reform, SEBI, vide circular dated December 18, 2025, has now further liberalised the issuance conditions under the Master Circular for Issue and Listing of Non-convertible Securities, SDIs, Security Receipts, Municipal Debt Securities and Commercial Paper dated October 15, 2025 to provide issuers with greater flexibility by allowing zero-coupon debt securities with a fixed maturity and without any structured obligations, to be issued at a reduced face value of INR 10,000 (Indian Rupees ten thousand), thereby widening access to non-institutional investors and improving market participation.

IBBI update

Amendment to the IBBI (Insolvency Resolution Process for Corporate Persons) (Seventh Amendment) Regulations, 2025

IBBI, vide gazette notification dated December 22, 2025, has introduced an additional requirement under Regulation 38 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, mandating disclosure of the following in every resolution plan: (a) beneficial ownership statement, covering details of all natural persons who ultimately owns or controls the resolution applicant, together with the shareholding structure and jurisdiction of each intermediate entity; and (b) and a specific affidavit that the resolution applicant is eligible/not eligible for the benefit of Section 32A (which inter alia grants ‘clean slate’ for prior offences in certain cases) of the Insolvency and Bankruptcy Code, 2016.

The amendment aligns with the need to provide transparency in resolution plans, especially to ensure that ultimate beneficial owners are clearly identified, and eligibility under Section 32A is explicitly declared and substantiated.

JSA update

Modalities for migration to accredited investor only schemes and relaxations to large value funds for accredited investors

On November 18, 2025, SEBI notified the SEBI (AIF) (Third Amendment) Regulations, 2025, introducing a new category of AIF called AIOF. The AIOF has a lighter-touch regulatory framework for accredited investors, along with additional relaxations for large value funds. Following this amendment, SEBI has issued a circular on December 8, 2025, prescribing the modalities for migration of existing AIF schemes to the AIOF regime. The modalities include clarifications on change in accredited investor status of investors during the tenure, naming conventions for AIOFs and tenure extension for AIOFs.

For a detailed analysis, please refer to the JSA Newsletter of January 12, 2025.

This Newsletter has been prepared by:

Anish Mashruwala
Partner

Utsav Johri
Partner

Megha Upadhyaya
Partner

Nishal Makharia
Associate

Priyanshi Srivastava
Associate

For more details, please contact [email protected]

JSA acts on USD 208.1 million Initial Public Offering of Shadowfax Technologies Limited

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

JSA Advocates & Solicitors (JSA) advised the merchant bankers, ICICI Securities Limited, Morgan Stanley India Company Private Limited and JM Financial Limited in the initial public offering of Shadowfax Technologies Limited aggregating to INR 19,072 million (USD 208.1 million).

The IPO was a combination of a fresh issue by Shadowfax and an offer for sale of by shareholders including early stage investors, Flipkart, Eight Roads, International Finance Corporation, Qualcomm Asia Pacific Pte. Ltd., Nokia Growth Partners IV, L.P., NewQuest Asia, and funds of Mirae Asset.

The JSA Capital Markets Team was led by Arka Mookerjee, Partner; with support from Pracheta Bhattacharya, Partner; Sourav Modi and Kairav Parikh, Principal Associates; Vatsla Varandani, Senior Associate; and Associates; Jeebitesh Bhattacharya, Aditya Shendye, Shreya Sharma, Palak Karundia, Ritu R Jaiswal and Sharad Panwar.

Tags Capital Markets, capital markets transactions, Equity Capital Markets, fintech and logistics, Indian IPO, IPO Advisory, JSA Advocates and Solicitors, merchant bankers, Mumbai deals, public issue India, Shadowfax IPO, startup IPO

JSA Brief | December 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 (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 Articles, Deal Making, Events, JSA, JSA Prism, Legal Updates, Newsletters, Publications, Recognitions

Holding listed company shares via family trusts – Who can be trustees and beneficiaries?

Silhouettes of multiple families holding hands, including adults and children, set against a textured blue background symbolising unity and social inclusion.

Indian promoter families are shifting towards private family trusts for succession planning, facing challenges with SEBI’s Takeover Code, which doesn’t recognize in-laws as immediate relatives. This exclusion complicates trust structures, prompting calls for SEBI to update regulations to reflect modern family dynamics and ensure seamless generational transitions.

Click here to read the full article.

Author: Varun Sriram, Partner

Publication: Times of India

Reformist, strategic focus likely in Budget

A budget file folder placed over financial spreadsheets with numerical data, alongside a calculator and pen, representing financial planning and analysis.

The upcoming budget is likely to emphasize FDI reforms and strategic sector boosts, including semiconductors and critical minerals. Key focuses include trade growth through FTAs, defence sector FDI relaxation, and policy updates to enhance business compliance and support emerging technologies.

Click here to read the full article.

Author: Rupinder Malik, Partner

Publication: The Hindu Business Line (Print)

JSA Newsletter | IFSCA | November and December 2025 Edition

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Please click here to download the Newsletter as PDF.

The International Financial Services Centres Authority (“IFSCA/Authority”), India’s unified regulator for International Financial Services Centres (“IFSCs”), is focused on developing a world-class financial hub at the country’s first IFSC, Gujarat International Finance Tec-City (“GIFT City”). To enhance GIFT-IFSC’s global competitiveness, IFSCA and the Financial Supervisory Commission (FSC) Taiwan have entered into a Memorandum of Understanding (“MoU”), on December 5, 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.

Subsequently, on December 16, 2025, IFSCA signed a MoU with the Indian Institute of Technology Gandhinagar (IITGN) to foster a two-way regulation-academia collaboration, with the focus on research, innovation, talent development, and emerging technologies enhancing the growth of GIFT IFSC.

Through a circular dated November 17, 2025, IFSCA has mandated that all Designated Directors and Principal Officers must complete the certification course “NISM-IFSCA-01: Certification Course on Anti-Money Laundering and Counter-Terrorist Financing in the IFSC”, within 4 (four) months of its launch (i.e., by March 18, 2026) or from their appointment date.

The IFSCA authority meeting held on December 22, 2025, approved some of the key proposals as follows:

amendments to IFSCA (Fund Management), Regulations, 2025 to address some of the operational challenges that fund management entities witness and enhance the ease of doing business in GIFT-IFSC while protecting the interests of the investors;
giving a nod to the draft IFSCA (Global In-House Centres) Regulations, 2025, which is aimed at providing a comprehensive and enabling regulatory framework for the establishment and operation of Global In-House Centres (“GICs”) units;
to delete sub-regulation (12) of IFSCA (Book-keeping, Accounting, Taxation and Financial Crime Compliance Services (“BATF”)) Regulations, 2024, which mandates prior requirement of office space of minimum carpet area of 60 (sixty) square feet per employee for a BATF Service Provider to operate from GIFT-IFSC;
IFSCA (Capital Market Intermediaries) (Amendment) Regulations, 2025 dealing with the eligibility criteria for principal officer and compliance officer, clarifications with respect to liquid net worth, net worth requirement for custodians; and
amendment to the definition of ‘Lloyd’s Service Company’ under the IFSCA (Registration of Business) Regulations, 2021.

This edition of the November-December 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.

Companies (Meetings of Board and its Powers) Amendment Rules, 2025

The Ministry of Corporate Affairs, vide notification dated November 3, 2025, has amended the Companies (Meetings of Board and its Powers) Rules, 2014, by inserting the following 2 (two) categories in the definition of “business of financing industrial enterprises” under Rule 1(2):

for a Non-Banking Financial Company registered with the Reserve Bank of India, it includes the ordinary course of business of giving loans or providing guarantees/security for loan repayment; and
for a Finance Company registered with the IFSCA, the expression includes activities provided in specific sub-clauses of Regulation 5(1)(ii) of the IFSCA (Finance Company) Regulations, 2021, when done in the ordinary course of its business.

Additional directions on reporting of transactions for India’s external account statistics

IFSCA, vide circular dated November 11, 2025, has issued additional directions with reference to the fortnightly reporting of Banking Asset Liability (“BAL”) statement by IFSC Banking Units (“IBUs”) through Foreign Exchange Transactions Electronic Reporting System (FETERS). Prior to these additional directions, IBUs were reporting only the foreign currency balances in their nostro accounts maintained abroad and other investments in the BAL statement. However, given that IBUs also maintain foreign currency accounts of overseas banks, which were not being captured in the fortnightly reporting of BAL statement, IBUs are now required to report the balances in the foreign currency accounts of overseas banks, held/maintained with the IBU under vostro accounts in the BAL statement on the Balance of Payments (“BoP”) portal (https://bop.rbi.org.in/). Such reporting is required to be done by IBUs on fortnightly basis from the second fortnight of November 2025, according to the prescribed reporting format. To report under the vostro account in the BAL statement the IBUs are required to report:

either the net credit balance position under credit or the net debit balance position under debit, under the subcomponent of current account under the vostro account; and
the book value of the balances held by overseas banks/branches and correspondents in the respective currency.

Disclosure to clients under the Regulatory Framework for Global Access in the IFSC

Clause 39 of the circular dated August 12, 2025, requires Global Access Providers (“GAPs”) and Introducing Brokers (“IBs”) to have systems in place to ensure that key risks and disclaimers relating to global access are displayed at every login by their clients, in a specified manner by IFSCA. In this regard, IFSCA, vide circular dated November 26, 2025, has specified key risks/disclaimers, to be displayed by GAPs or IBs at every login to their clients. GAPs or IBs, must ensure compliance with this circular latest by December 31, 2025. These disclaimers/ risks primarily deal with market & interest rate, currency, custody, liquidity & settlement, technology, time-zone risk and cyber attack, product, taxation, among others. Additionally, this amendment permits GAPs and IBs to maintain client fund accounts with IFSC Banking
Units or authorised Payment Service Providers under the 2024 Payment Services Regulations, limited to payments
and fund transfers, thereby enabling faster and more cost-efficient settlement while continuing to ensure investor
protection and regulatory oversight.

Clarification on raising of invoice by IFSC insurance offices

IFSCA, vide circular dated November 27, 2025, has clarified that an IFSC Insurance Offices (“IIO”) transacting re-insurance business may raise invoice on Indian insurers/foreign insurers/re-insurers/cedants, in the currency of the underlying contract of reinsurance, including in Indian Rupees. However, the realisation of amount against such invoice, in the bank account of the IIO, maintained with any IBU will be in the specified foreign currencies. Further, specified foreign currency’ will mean the currencies specified in the First Schedule of the IFSCA (Banking) Regulations, 2020.

Frequently asked questions under IFSCA (Techfin and Ancillary Services) Regulations, 2025

Frequently asked questions (“FAQs”) relating to the IFSCA (Techfin and Ancillary Services) Regulations, 2025, were issued on December 12, 2025. The FAQs are intended to provide operational clarity and ease of implementation for entities seeking registration or migrating to the new regulatory framework governing Technology-enabled Financial Services (TechFin) and Ancillary Services in IFSCs.

Implementation of provisions of the Banking Laws (Amendment) Act, 2025

The Department of Financial Services, vide notification dated October 22, 2025, appointed November 1, 2025, as the date for coming into force of the provisions of Sections 10 (regarding Nomination for payment of depositors’ money), 11 (regarding nomination for return of articles kept in safe custody with banking company), 12 (regarding release contents of safety release of lockers) and 13 (regarding priority of successive nominations) of the Banking Laws (Amendment) Act, 2025 (“Act”). Pursuant to the same, IFSCA, vide circular dated December 12, 2025, has directed all IBUs, to ensure compliance with the provisions of the Act. This will ensure a regulatory uniformity between the norms followed by domestic branches and IBUs of a bank.

Internet banking services to clients of IBUs

IFSCA, vide circular dated December 29, 2025, has laid down mandatory compliance requirements with respect to the various types of internet banking services to clients of IBUs, as mentioned in the circular dated April 22, 2024. IBUs, not offering liability products to its customers, are exempted from complying with these requirements. An IBU that has commenced operations (i.e., offering liability products to its customers) prior to the date of this circular are required to comply with these requirements by June 30, 2026. In case of failure to comply with these requirements, the defaulting IBU will not be able to onboard new customers for liability products from July 1, 2026. Further, IBUs are required to obtain explicit consent from their customers for registering/de-registering for internet banking services and such consent must be duly recorded/documented. Some of the compliance requirements are as follows:

information service: IBUs are required to prominently display the list of specified currencies in which transactions are being offered by them to their customers including the facility to convert among such currencies and clearly communicate the cut-off timing for executing transactions;
interactive information exchange service: IBUs are required to make available a unified digital banking dashboard to their customers providing, at minimum the ability to, inter alia:
- view real-time balances across all linked accounts;
- view live market rates for currency conversions including the applicable spread offered to its customers; and
- view and download account statements in machine-readable formats with unique transaction reference, timestamps and beneficiary details; and
transactional services: provided through the internet banking platform of the IBU must, at minimum, inter alia have the following features:
- dual-layer authentication;
- ability to initiate the transfer of funds between accounts held with the same IBU; and
- ability to make payments to third parties holding accounts with the same IBU.

IFSCA (GIC) Regulations, 2025

In the spirit of developing the IFSCA as hub of the GICs, the IFSCA, vide notification dated December 29, 2025, has issued the IFSCA (GIC) Regulations, 2025 (“GIC Regulations”). Pursuant to the notification, the IFSCA (GIC) Regulations, 2020, is repealed. The GIC Regulations aims to offer a conducive business and regulatory environment to attract India centric financial services and transaction. Some of the key aspects of the regulatory framework are:

outlining the eligibility criteria, legal form of the applicant, procedure for making application and grant of registration for the registration of a GIC unit and registration through the Single Window IT System,
including approval validity and renewal mechanics;
details the functioning of a GIC unit by defining the permissible services provided by the GIC unit in relation to financial product(s) and financial service(s) and services provided to the entities of the Financial Institution Group which are ‘non-resident’ (located in the jurisdictions which have not been identified in the public statement of Financial Action Task Force (FATF) as high-risk jurisdiction subject to call for action);
The GIC Unit must ensure that the entity and its principal officer, compliance officer, directors/ partners/ designated partners, and controlling shareholders are ‘fit and proper’ persons, at all times and that the principal officer and compliance officer are full-time and physically based in IFSC. It also outlines the procedure for appointment or designation of principal officer and compliance officer; and
other miscellaneous provisions including requirements for existing GIC units and reporting requirements, reporting and operations in foreign currency, and IFSCA’s powers of inspection, enforcement, granting relaxations,
and issuing clarifications.

Clarification of the computation of liquid net worth under IFSCA (Capital Market Intermediaries) Regulations, 2025

Pursuant to the circular on ‘IFSCA (Capital Market Intermediaries) Regulations, 2025 – Extension of deadline for compliance with revised net worth requirements’, dated September 12, 2025, IFSCA vide circular dated December 30, 2025, has clarified that the base minimum capital and interest-free deposits, as well as margins maintained by registered broker dealers and registered clearing members with recognised stock exchanges and clearing corporations in relation to their trading activities in the IFSC or Global Access, is required to be considered as part of liquid net worth. Further, offering the broader ambit of computing ‘net worth’ of an entity, all liabilities are proposed to be excluded for the purpose of computation of ‘liquid’ net worth.

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