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We provide Trusteeship services for Debenture, AIF, Escrow Agent, ESOP/EWT Trust, Securitisation PARTNER WITH TRUSTED CREDENTIALS

19/12/2025

SEBI to ease aspects of accredited investor framework for AIFs, announcements likely soon, says top official

Click below to Know more:

https://www.moneycontrol.com/news/business/markets/sebi-to-ease-aspects-of-accredited-investor-framework-for-aifs-announcements-likely-soon-says-top-official-13731695.html/amp

17/12/2025

𝗦𝗘𝗕𝗜 𝗠𝗮𝗻𝗱𝗮𝘁𝗲𝘀 𝗣𝗲𝗿𝗶𝗼𝗱𝗶𝗰 𝗗𝗶𝘀𝗰𝗹𝗼𝘀𝘂𝗿𝗲 𝗳𝗼𝗿 𝗦𝗲𝗰𝘂𝗿𝗶𝘁𝗶𝘀𝗲𝗱 𝗗𝗲𝗯𝘁 𝗜𝗻𝘀𝘁𝗿𝘂𝗺𝗲𝗻𝘁𝘀 (𝗦𝗗𝗜𝘀)

SEBI has introduced mandatory half-yearly disclosure requirements for trustees of Special Purpose Distinct Entities (SPDEs) under the Issue and Listing of Securitised Debt Instruments and Security Receipts Regulations, 2008.

𝗘𝗳𝗳𝗲𝗰𝘁𝗶𝘃𝗲 𝗗𝗮𝘁𝗲: March 31, 2026

𝗛𝗶𝗴𝗵𝗹𝗶𝗴𝗵𝘁𝘀:

• Disclosures to SEBI and stock exchanges within 𝟯𝟬 𝗱𝗮𝘆𝘀 of March and September end.
• Detailed formats provided for SDIs backed by loans, listed debt securities, credit facilities, and other exposures.
• Includes metrics like 𝗪𝗲𝗶𝗴𝗵𝘁𝗲𝗱 𝗔𝘃𝗲𝗿𝗮𝗴𝗲 𝗠𝗮𝘁𝘂𝗿𝗶𝘁𝘆, 𝗖𝗿𝗲𝗱𝗶𝘁 𝗤𝘂𝗮𝗹𝗶𝘁𝘆, 𝗗𝗲𝗳𝗮𝘂𝗹𝘁 𝗥𝗮𝘁𝗲𝘀, and 𝗥𝗲𝘁𝗲𝗻𝘁𝗶𝗼𝗻 𝗥𝗲𝗾𝘂𝗶𝗿𝗲𝗺𝗲𝗻𝘁𝘀.
• Details should be in particular annexure prescribed by SEBI

10/12/2025

𝗦𝗘𝗕𝗜 𝗖𝗶𝗿𝗰𝘂𝗹𝗮𝗿 𝗼𝗻 𝗠𝗶𝗴𝗿𝗮𝘁𝗶𝗼𝗻 𝘁𝗼 𝗔𝗜-𝗢𝗻𝗹𝘆 𝗦𝗰𝗵𝗲𝗺𝗲𝘀 & 𝗥𝗲𝗹𝗮𝘅𝗮𝘁𝗶𝗼𝗻𝘀 𝗳𝗼𝗿 𝗟𝗩𝗙𝘀

𝗞𝗲𝘆 𝗛𝗶𝗴𝗵𝗹𝗶𝗴𝗵𝘁𝘀:

1. 𝗥𝗲𝗴𝘂𝗹𝗮𝘁𝗼𝗿𝘆 𝗔𝗺𝗲𝗻𝗱𝗺𝗲𝗻𝘁𝘀 (𝗡𝗼𝘃 𝟭𝟵, 𝟮𝟬𝟮𝟱):

• Introduction of AI-only schemes exclusively for Accredited Investors with reduced compliance requirements.

• Additional operational flexibilities for Large Value Funds (LVFs) for Accredited Investors.

𝟮. 𝗦𝗰𝗵𝗲𝗺𝗲 𝗡𝗮𝗺𝗶𝗻𝗴:

• New schemes must include “AI only fund” or “LVF” in their names (e.g., Xyz AI only fund, Abc LVF).

𝟯. 𝗠𝗶𝗴𝗿𝗮𝘁𝗶𝗼𝗻 𝗼𝗳 𝗘𝘅𝗶𝘀𝘁𝗶𝗻𝗴 𝗦𝗰𝗵𝗲𝗺𝗲𝘀:

• Eligible AIFs may convert to AI-only or LVF schemes with positive consent from all investors.

• Post-conversion, managers must:

-Update scheme name.

-Report changes to SEBI ([email protected]) & depositories within 𝟭𝟱 𝗱𝗮𝘆𝘀.

𝟰. 𝗜𝗻𝘃𝗲𝘀𝘁𝗼𝗿 𝗦𝘁𝗮𝘁𝘂𝘀:

• Once onboarded as an Accredited Investor, status remains valid for the scheme’s life.

𝟱. 𝗧𝗲𝗻𝘂𝗿𝗲 𝗘𝘅𝘁𝗲𝗻𝘀𝗶𝗼𝗻:

• Maximum permissible extension for AI-only schemes: 5 years (inclusive of prior extensions).

𝟲. 𝗥𝗲𝗹𝗮𝘅𝗮𝘁𝗶𝗼𝗻𝘀 𝗳𝗼𝗿 𝗟𝗩𝗙𝘀:

• Exempt from standard placement memorandum template and annual audit of terms, without requiring investor waivers.

𝟳. 𝗖𝗼𝗺𝗽𝗹𝗶𝗮𝗻𝗰𝗲 𝗥𝗲𝗽𝗼𝗿𝘁𝗶𝗻𝗴:

• Compliance Test Report must include adherence to this circular.

10/12/2025

𝗖𝗹𝗮𝗿𝗶𝗳𝗶𝗰𝗮𝘁𝗶𝗼𝗻 𝗼𝗻 𝘁𝗵𝗲 𝗗𝗶𝗴𝗶𝘁𝗮𝗹 𝗔𝗰𝗰𝗲𝘀𝘀𝗶𝗯𝗶𝗹𝗶𝘁𝘆 𝗰𝗶𝗿𝗰𝘂𝗹𝗮𝗿𝘀 𝗼𝗳 𝗦𝗘𝗕𝗜

𝗞𝗲𝘆 𝗛𝗶𝗴𝗵𝗹𝗶𝗴𝗵𝘁𝘀:

• 𝗜𝗻𝘃𝗲𝘀𝘁𝗼𝗿 𝗥𝗶𝗴𝗵𝘁𝘀: “Investors’ Right to have digital accessibility” will be
included in Investor Charters of all REs.

• 𝗖𝗼𝗺𝗽𝗹𝗶𝗮𝗻𝗰𝗲 𝗨𝗽𝗱𝗮𝘁𝗲:
• REs must submit status of readiness and compliance for each
digital platform by March 31, 2026 (instead of appointing an
accessibility auditor by December 14, 2025).
• Reporting should be done to respective authorities as per SEBI
guidelines.

• 𝗖𝗼𝗺𝗽𝗹𝗮𝗶𝗻𝘁 𝗛𝗮𝗻𝗱𝗹𝗶𝗻𝗴: Investors can lodge accessibility-related
complaints on 𝗦𝗖𝗢𝗥𝗘𝗦 under the “Accessibility” category.

• 𝗣𝗲𝗿𝗶𝗼𝗱𝗶𝗰 𝗔𝘂𝗱𝗶𝘁𝘀: REs must conduct regular accessibility audits of
websites, mobile apps, and portals through certified professionals.

𝗥𝗲𝗽𝗼𝗿𝘁𝗶𝗻𝗴 𝗙𝗼𝗿𝗺𝗮𝘁: Annexure B provides the template for compliance submission, including WCAG AA-level adherence.

20/11/2025

Securities and Exchange Board of India (SEBI) has notified the Alternative Investment Funds (Third Amendment) Regulations, 2025, effective November 18, 2025. These amendments introduce significant changes aimed at providing flexibility and clarity for AIF structures.

𝐊𝐞𝐲 𝐇𝐢𝐠𝐡𝐥𝐢𝐠𝐡𝐭𝐬 𝐨𝐟 𝐭𝐡𝐞 𝐀𝐦𝐞𝐧𝐝𝐦𝐞𝐧𝐭

1. Introduction of “Accredited Investors Only Fund”
A new category of AIF or scheme where all investors (except the manager, sponsor, employees/directors) are Accredited Investors.
Existing AIFs or schemes can convert into this category, subject to SEBI conditions.
Includes Large Value Fund for Accredited Investors under its scope.

2. Reduced Minimum Investor Requirement
The minimum number of investors for certain schemes has been reduced from 70 to 25, enhancing flexibility for fund structuring.

3. Exemptions for Accredited Investor Funds
Certain compliance provisions will not apply to Accredited Investors Only Funds.
Accredited investors are excluded while computing investor count in a scheme.

4. Governance Changes
For Accredited Investors Only Funds, trustee responsibilities will be carried out by the fund manager, simplifying operational oversight.

11/11/2025

𝐒𝐄𝐁𝐈 𝐃𝐫𝐚𝐟𝐭 𝐂𝐢𝐫𝐜𝐮𝐥𝐚𝐫 𝐨𝐧 𝐏𝐫𝐨-𝐑𝐚𝐭𝐚 𝐑𝐢𝐠𝐡𝐭𝐬 𝐟𝐨𝐫 𝐀𝐈𝐅 𝐈𝐧𝐯𝐞𝐬𝐭𝐨𝐫𝐬

𝐁𝐚𝐜𝐤𝐠𝐫𝐨𝐮𝐧𝐝:
SEBI amended the AIF Regulations, 2012 on Nov 18, 2024, introducing Regulation 20(21) to ensure investors in AIF schemes enjoy pro-rata rights in investments and distribution of proceeds. A circular on Dec 13, 2024, offered initial guidance. Now, SEBI has issued a draft circular for public comments to clarify operational modalities based on industry feedback and SFA discussions.

𝐊𝐞𝐲 𝐏𝐫𝐨𝐩𝐨𝐬𝐚𝐥𝐬:
1️⃣ Drawdown Methodology:
Commitment can mean total or undrawn amount; proceeds may be distributed pro-rata to contribution or time-weighted basis as disclosed in the PPM. Undrawn commitment definition clarified.

2️⃣ Conditions & Disclosures:
Pro-rata calculation basis (commitment/undrawn) must be pre-disclosed and remain fixed. Excused investors’ unused commitment cannot be redeployed. Methodology must comply with Regulation 15(c).

3️⃣ Applicability:
Existing schemes can continue current methods. Others must align with approved methodologies for future drawdowns, ensuring investor disclosure.

4️⃣ Open-ended Category III AIFs:
Pro-rata drawdown not applicable due to flexible entry/exit. Units issued/redeemed at NAV; proceeds distributed based on units held. For unlisted securities, close-ended rules apply.

5️⃣ Existing Investments:
Proceeds from investments before Dec 13, 2024, will follow existing PPM waterfall.

6️⃣ Other Clarifications:
Pro-rata norms exclude carried interest to managers/sponsors. All commitments must be recorded in INR. SFA may issue implementation standards with SEBI’s consultation.

𝐏𝐮𝐛𝐥𝐢𝐜 𝐂𝐨𝐦𝐦𝐞𝐧𝐭𝐬:
🗓 Deadline: November 28, 2025
📩 Submit via: SEBI Public Comment Portal
For technical issues: [email protected]
(Subject: Clarifications on AIF Pro-Rata Rights)

30/10/2025

𝐄𝐧𝐥𝐢𝐬𝐭𝐢𝐧𝐠 𝐒𝐖𝐀𝐌𝐈𝐇 𝐈𝐧𝐯𝐞𝐬𝐭𝐦𝐞𝐧𝐭 𝐅𝐮𝐧𝐝-𝐈 𝐮𝐧𝐝𝐞𝐫 𝐞𝐱𝐞𝐦𝐩𝐭𝐢𝐨𝐧 𝐜𝐚𝐭𝐞𝐠𝐨𝐫𝐲 𝐨𝐟 𝐑𝐞𝐬𝐞𝐫𝐯𝐞 𝐁𝐚𝐧𝐤 𝐨𝐟 𝐈𝐧𝐝𝐢𝐚 (𝐈𝐧𝐯𝐞𝐬𝐭𝐦𝐞𝐧𝐭 𝐢𝐧 𝐀𝐈𝐅) 𝐃𝐢𝐫𝐞𝐜𝐭𝐢𝐨𝐧𝐬, 2025

In terms of para 7(b) of the captioned Directions dated July 29, 2025, it has been stipulated that the Reserve Bank may, in consultation with the Government of India, by a notification, exempt certain Alternative Investment Funds (AIFs) from the scope of the above Directions (except for paragraph 5 – “General Requirement”), and the previous circulars dated December 19, 2023 and March 27, 2024 issued on the matter.

In this regard, it has been decided to enlist SWAMIH (Special Window for Affordable and Mid-Income Housing) Investment Fund-I under the above specified exemption category. Accordingly, the Direction ibid has been suitably amended, including addition of an Annex containing the list of exempted AIFs.

The Annex will be updated, as and when required, in consultation with the Government of India.

27/10/2025

𝐈𝐅𝐒𝐂𝐀 𝐈𝐧𝐭𝐫𝐨𝐝𝐮𝐜𝐞𝐬 𝐒𝐭𝐞𝐰𝐚𝐫𝐝𝐬𝐡𝐢𝐩 𝐂𝐨𝐝𝐞 𝐅𝐫𝐚𝐦𝐞𝐰𝐨𝐫𝐤 𝐟𝐨𝐫 𝐈𝐅𝐒𝐂 𝐈𝐧𝐯𝐞𝐬𝐭𝐨𝐫𝐬

The International Financial Services Centres Authority (IFSCA) has issued a 𝐅𝐫𝐚𝐦𝐞𝐰𝐨𝐫𝐤 𝐨𝐧 𝐒𝐭𝐞𝐰𝐚𝐫𝐝𝐬𝐡𝐢𝐩 𝐂𝐨𝐝𝐞 to strengthen corporate governance and investor protection in GIFT-IFSC.

𝐃𝐞𝐭𝐚𝐢𝐥𝐬:
1. 𝐀𝐝𝐨𝐩𝐭𝐢𝐨𝐧 𝐨𝐟 𝐒𝐭𝐞𝐰𝐚𝐫𝐝𝐬𝐡𝐢𝐩 𝐂𝐨𝐝𝐞 – Fund Management Entities (FMEs) and institutional investors, including AIFs and Retail Funds, are encouraged to adopt the IFSCA Stewardship Code or a similar code from SEBI, IRDAI, PFRDA, or home jurisdiction regulators.

2. 𝐌𝐚𝐧𝐝𝐚𝐭𝐨𝐫𝐲 𝐃𝐢𝐬𝐜𝐥𝐨𝐬𝐮𝐫𝐞𝐬 – Adopted code must be communicated to IFSCA and published on the entity’s website.

3. 𝐂𝐨𝐫𝐞 𝐏𝐫𝐢𝐧𝐜𝐢𝐩𝐥𝐞𝐬 –
a. Formulate and disclose stewardship policy
b. Monitor investee companies actively
c. Intervene and escalate when needed
d. Manage conflicts of interest
e. Adopt robust voting policies
f. Collaborate with other investors
g. Ensure transparent reporting

24/10/2025

Consultation Paper on Amendments to IFSCA (Fund Management) Regulations, 2025

𝐀. 𝐄𝐚𝐬𝐞 𝐨𝐟 𝐃𝐨𝐢𝐧𝐠 𝐁𝐮𝐬𝐢𝐧𝐞𝐬𝐬 (𝐄𝐨𝐃𝐁)
• Relaxed “skin-in-the-game” norms: FMEs may be exempt from minimum contribution in fund-of-funds or index-based schemes with lower active risk.
• NAV & disclosure timelines: Standardized to start from the scheme’s first close.
• Custodian flexibility: FMEs can appoint regulated custodians outside IFSC for up to 24 months.
• Simplified valuation: Clear linkage between NAV computation and independent portfolio valuation.
• ESG thresholds refined: FMEs with AUM above USD 3 billion (excluding fund-of-funds) must maintain ESG governance frameworks.
• Auditor relaxation: Sovereign or government-related FMEs may appoint the same auditor for FME and schemes if no conflict exists.

𝐁. 𝐒𝐚𝐟𝐞𝐠𝐮𝐚𝐫𝐝𝐬
• Expanded “Associate” definition: Includes indirect and beneficial ownership to prevent related-party abuse.
• Uniform investor rights: Equal treatment, with flexibility for differential rights if pre-disclosed.
• Governance reinforcement: Board or trustee approval required for internal policies.
• Record-keeping: FMEs must retain compliance records for at least eight years.
• Winding-up clause: Schemes not meeting minimum corpus within validity must be wound up.

𝐂. 𝐂𝐥𝐚𝐫𝐢𝐟𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬
• Clear timelines for NAV, valuation, and investor disclosures.
• Defined linkage between valuation and NAV reporting.
• Additional offer document disclosures on NAV method, conflicts of interest, and key personnel.

𝐃. 𝐅𝐮𝐭𝐮𝐫𝐞 𝐖𝐨𝐫𝐤
• IFSCA to issue a separate paper on differential distribution frameworks for venture capital and restricted schemes, enabling blended finance and social investments.

23/10/2025

𝐈𝐅𝐒𝐂𝐀 𝐂𝐨𝐧𝐬𝐮𝐥𝐭𝐚𝐭𝐢𝐨𝐧 𝐏𝐚𝐩𝐞𝐫: 𝐄𝐧𝐚𝐛𝐥𝐢𝐧𝐠 𝐃𝐢𝐟𝐟𝐞𝐫𝐞𝐧𝐭𝐢𝐚𝐥 𝐃𝐢𝐬𝐭𝐫𝐢𝐛𝐮𝐭𝐢𝐨𝐧 𝐢𝐧 𝐈𝐅𝐒𝐂 𝐅𝐮𝐧𝐝𝐬

The International Financial Services Centres Authority (IFSCA) has released a consultation paper proposing a framework for differential distribution in Venture Capital and Restricted Schemes under the Fund Management Regulations, 2025.

1. 𝐌𝐮𝐥𝐭𝐢𝐩𝐥𝐞 𝐂𝐥𝐚𝐬𝐬𝐞𝐬 𝐨𝐟 𝐔𝐧𝐢𝐭𝐬 – Funds can issue Senior and Junior/Subordinate units with different distribution rights.
2. 𝐁𝐥𝐞𝐧𝐝𝐞𝐝 𝐅𝐢𝐧𝐚𝐧𝐜𝐞 𝐒𝐮𝐩𝐩𝐨𝐫𝐭– ESG schemes may accept up to 20% of corpus as grants, enabling catalytic capital for socially impactful projects.
3. 𝐈𝐧𝐯𝐞𝐬𝐭𝐨𝐫 𝐒𝐚𝐟𝐞𝐠𝐮𝐚𝐫𝐝𝐬– Minimum investment thresholds (USD 2M for junior units, USD 1M for accredited investors), independent NAV valuation, and enhanced disclosures in PPM.

This move aligns GIFT-IFSC with global best practices, broadens investor participation, and facilitates innovative financing for climate and development goals.

20/10/2025

🎉 Happy Diwali! May the light of Diwali bring wealth, wisdom, and endless prosperity into your life.

17/10/2025

𝐑𝐞𝐥𝐚𝐱𝐚𝐭𝐢𝐨𝐧 𝐢𝐧 𝐭𝐢𝐦𝐞𝐥𝐢𝐧𝐞 𝐟𝐨𝐫 𝐝𝐢𝐬𝐜𝐥𝐨𝐬𝐮𝐫𝐞 𝐨𝐟 𝐚𝐥𝐥𝐨𝐜𝐚𝐭𝐢𝐨𝐧 𝐦𝐞𝐭𝐡𝐨𝐝𝐨𝐥𝐨𝐠𝐲 𝐛𝐲 𝐀𝐧𝐠𝐞𝐥 𝐅𝐮𝐧𝐝𝐬

𝐊𝐞𝐲 𝐏𝐨𝐢𝐧𝐭𝐬:

1. 𝐁𝐚𝐜𝐤𝐠𝐫𝐨𝐮𝐧𝐝
• SEBI amended the AIF Regulations, 2012 on September 09,2025 to introduce a revised regulatory framework for Angel Funds.
• A detailed circular was issued on September 10, 2025, outlining conditions and modalities for Angel Funds.

2. 𝐎𝐫𝐢𝐠𝐢𝐧𝐚𝐥 𝐑𝐞𝐪𝐮𝐢𝐫𝐞𝐦𝐞𝐧𝐭 (𝐏𝐚𝐫𝐚 8.3 𝐨𝐟 𝐩𝐫𝐞𝐯𝐢𝐨𝐮𝐬 𝐜𝐢𝐫𝐜𝐮𝐥𝐚𝐫)
• Existing Angel Funds must disclose a defined allocation methodology in their Private Placement Memorandum (PPM) for distributing investments among angel investors who approve such investments.
• Any investment made post October 15,2025 was to follow this disclosed methodology.

3. 𝐑𝐞𝐥𝐚𝐱𝐚𝐭𝐢𝐨𝐧 𝐆𝐫𝐚𝐧𝐭𝐞𝐝
• Based on industry representations, SEBI has extended the compliance timeline to January 31, 2026.
• Therefore, investments made after January 31,2026 must adhere to the allocation methodology disclosed in the PPM.

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