Understanding Key Amendments - December 2025

Aitijyamoy Mukherjee
6 days ago
27 min read

Securities Exchange Board of India

Consultation paper on Amendments to SEBI (CAPSM) Regulations, 2007

Overview

SEBI released a consultation paper on 6 November 2025 proposing changes to the Certification of Associated Persons in the Securities Markets (“CAPSM”) Regulations, 2007. These rules govern who needs National Institute of Securities Markets (“NISM”) certification and how that certification is obtained and renewed. Since the market has evolved significantly since 2007, SEBI aims to modernise the framework, widen the scope of who qualifies as an “Associated Person,” and update the certification and exemption process. Public comments have been invited until 27 November 2025.

Key Provisions

SEBI plans to update and expand the definition so it reflects current roles in the securities market. This could expand the categories of individuals subject to the certification requirement.
The current definition of “Associated Person” under Regulation 2(1)(c) of CAPSM Regulations is proposed to be changed to: “Associated person” means a principal or employee of an intermediary or a regulated entity or an agent or distributor or other natural person engaged or intending to be engaged in the securities market, directly or indirectly, and includes an employee of a foreign portfolio investor or a foreign venture capital investor working in India”, in order to broaden the definition and make it more inclusive by adding the words “a regulated entity”, “intending to be engaged” and “directly and indirectly” with an objective of encouraging wider participation in the securities market as the in the current definition, certain persons associated with securities market are not specifically/explicitly covered.
Further, SEBI has also introduced new products and services in the securities markets, which led to creation of new categories of regulated entities or persons associated with securities market. It is desirable that these entities have relevant knowledge and expertise to perform their duties. Further to attract the new generation to participate in securities markets and to enhance their employability, it is proposed to include the words ‘intending to be engaged in the securities market” in the definition of associated person so that more students can participate in the securities markets.
Long-term or long-duration NISM programs may count as an alternative to the standard certification exam and may also satisfy CPE requirements. The introduction of long-term courses offered by NISM is intended to add more value by imparting in-depth knowledge in comparison to passing the certification examination which will serve as certifications while aiding capacity building. Therefore, including these long-term courses as an alternative to certain certification examinations will give more options to the participants. This will also facilitate capacity building and skill development of functionaries, participants and professionals in the Securities Markets.
The current definition under Regulation 2(1)(f) “Continuing Professional Education (“CPE”)” has now been change to include Electronic/online modes of attending CPE programs which would be formally allowed, aligning the process with current training formats. This change has been introduced keeping in mind the ease and convenience of securities market participants, it is proposed to include electronic mode of participation. This will increase the reach of NISM’s certifications and will enhance the convenience of the individuals appearing for CPE courses.
The current Regulations 4(2) and (3) have been changed to include the existing individual exemptions based on Principal designation, age, or experience would be replaced with a combined criterion linked to a mix of age and experience. Currently persons who are ‘principal’ as defined in the CAPSM regulations, or persons above 50 years of age or persons with 10 years of experience in securities market are given certain exemptions in the mode of getting certified. Instead of giving exams they can get certified by obtaining classroom credits by attending classes on subjects specified by NISM or by delivering of formal classroom sessions. NISM has given feedback that the said exceptions provided in the CAPSM Regulations are being misused. Several instances have come to notice wherein market intermediaries have issued ‘Letter of Designation’ (i.e., the required document to become eligible toattend the NISM approved CPE program under the ‘Principal’ category) to those people who do not meet the criteria in reality. It is proposed that exemption given to ‘Principal’ from giving NISM exam be removed.
The cut-off date for checking a candidate’s age or experience would shift to the date of the exam or the date of undertaking CPE.

The amendments may broaden the scope of Associated Persons, increasing certification requirements, while allowing long-duration NISM programs and online CPE adds flexibility. The combined exemption criteria could reduce previous exemptions, and aligning age and experience calculations with exam or CPE dates adds clarity. Intermediaries will need to review roles and update training plans accordingly.

Consultation on draft circular - Clarifications and specific modalities with respect to maintaining pro-rata rights of investors of AIFs

Overview

SEBI released a draft circular on 7 November 2025 to clarify how Alternative Investment Funds (“AIF”) should maintain pro-rata and pari-passu rights for their investors. This follows amendments to the SEBI(Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) were amended and notified on November 18, 2024, and a subsequent SEBI Circular dated December 13, 2024 on ‘Pro-rata and pari-passu rights of investors of AIFs’ that introduced the framework and certain exemptions. Since then, the industry has sought more clarity and flexibility. The new draft circular aims to spell out the operational steps and clarify the modalities for implementing pro-rata rights. Public comments are open until 28 November 2025.

Key Provisions

The draft circular provides detailed clarifications on the pro-rata and pari-passu requirements introduced in 2024, addressing gaps and operational challenges raised by AIF managers. The following are the proposals– (i) Drawdown Methodology -Commitment maybe construed as ‘commitment’ or ‘undrawn commitment’ for drawing down capital from investors for investment; (ii) Conditions and disclosures with respect to adopting a drawdown methodology; (iii) Applicability of drawdown methodology on existing AIF schemes; (iv) Drawdown and distribution in open ended schemes of Category III AIFs; (v) Applicability with respect to distribution of existing investments made by AIFs; and (vi) Proposal related to carried interest and other clarity.
It sets out the specific modalities for maintaining pro-rata rights across capital calls, participation opportunities, and investor arrangements.
It builds on the exemptions listed in the December 2024 circular and explains how these exemptions should be applied in practice.
The clarifications in Annexure I aim to ensure that AIFs implement the regulatory intent consistently across schemes.

The draft circular is expected to help AIFs align their capital-call processes and investor participation rights with SEBI’s pro-rata framework. It provides more certainty to fund managers who need workable guidance while still protecting investor interests. Once finalised, the circular should give AIFs a clearer blueprint for structuring commitments, handling variations in investor participation, and maintaining fairness across the investor base. If you want, I can also create a shorter note for client circulation.

Consultation Paper on draft circular- Disclosure of registered name and registration number by SEBI-regulated entities and their agents on Social Media Platforms (“SMPs”).

Overview

SEBI has released a consultation paper on 28 November 2025 proposing a new disclosure framework for social media. The move responds to the rising number of market frauds circulating online, often shared by unregistered individuals posing as regulated professionals. To help investors identify genuine, compliant sources, SEBI wants all regulated entities and their agents to clearly display their registered name and registration number on every post made on social media platforms and in order to carry out effective monitoring of such contents and in the interest of promoting transparency, a need is felt to distinguish social media contents up loaded by persons regulated by the Board (hereafter referred to as ‘regulated entities’) on SMPs from the contents uploaded by other unregistered persons. Public comments are open until 19 December 2025.

Key Provisions

SEBI-regulated entities and their authorised agents must disclose their registered name and registration number on all social-media content.
The requirement applies to any form of communication on social platforms, including posts, videos, reels, stories, and promotional material.
Content published by regulated entities must follow existing conduct obligations and avoid misleading or harmful messaging and the respective regulations provide for code of conduct to be followed by SEBI registered intermediaries. In order to further strengthen the conduct of regulated entities, while uploading/publishing any video/ other content on their social media handles on Social Media Platforms and in the interest of protection of interest of investors, it is important that the content published by them do not contain anything which is prohibited under law or may harm investors’ interest.
The framework aims to help the public distinguish regulated communication from posts made by unregistered or fraudulent actors as it is important to identify whether the content uploaded on SMPs is uploaded by SEBI regulated entities and their agents. In view of the above discussions, it is proposed to specify provisions for disclosure of registered name and registration number by SEBI regulated entities and their agents on Social Media Platform.
Prohibitions in the social media content: All regulated entities and their agents shall ensure that the social media content published by them do not contain: (i) Anything, which is prohibited for publication under the law; (ii) Statements which are false, misleading, biased or deceptive; (iii) Statements which, directly or by implication or by omission, may mislead the investor; (iv) Any statement designed to exploit the lack of experience or knowledge of the investors; (v) Any statement that is exaggerated or is inconsistent with or unrelated to the nature and risk and return profile of the product being talked about/referred in the content; (vi) Any promise or guarantee of assured or risk free return to the investors either in directly or in an implied manner; (vii) Reference to past performance of the entity unless permitted by SEBI to make such reference; (viii) SEBI Logo/ reference to any SEBI office or officer; and (ix) References/ links (directly or indirectly) or any association (direct/indirect) with any other person who, directly or indirectly, provides advice or recommendation, in respect of or related to security(ies) or makes any implicit or explicit claim of return or performance, in respect of or related to security(ies) unless permitted by the Board to provide such advice/ recommendation/claim.
SEBI will use the disclosure requirement to strengthen monitoring and enforcement on digital platforms.

The proposed framework will make it easier for investors to verify whether investment-related content comes from a legitimate source, improving transparency and reducing the impact of fraudulent online promotions. Regulated intermediaries may need to update their social-media policies, train teams and agents, and build internal checks to ensure disclosures are consistently included across formats. Clear identification could also increase accountability, as SEBI will be able to track and address non-compliant content more efficiently. If you want, I can also prepare a shorter client-facing update.

Securities and Exchange Board of India (Informal Guidance) Scheme, 2025

Press Release No. 77/2025 dated 28 November 2025

Overview

SEBI has issued a new Informal Guidance Scheme, 2025, this framework replaces the two-decade-old 2003 scheme (The Securities and Exchange Board of India (Informal Guidance) Scheme 2003 (‘IG Scheme, 2003’) issued on June 24, 2003) and takes effect from 1 December 2025. The updated scheme expands who can seek regulatory clarity, introduces a centralised processing system, and standardises how informal guidance requests are made. The aim is to make SEBI’s interpretive processes more accessible, uniform, and transparent and to enable certain entities to obtain guidance from the Securities and Exchange Board of India (“Board”) on the applicability of laws and regulations administered by it, in the form of ‘No Action Letter’ or ‘Interpretive Letter’. The Board has approved the substitution of the existing IG Scheme, 2003 with the Securities and Exchange Board of India (Informal Guidance) Scheme, 2025.

Key Provisions

Broader eligibility: In addition to applicants allowed under the 2003 scheme, the new framework expressly includes managers of pooled investment vehicles, stock exchanges, clearing corporations, and depositories.
Centralised nodal cell: A dedicated cell within SEBI will now receive and process all requests, helping ensure consistent treatment, clearer timelines, and improved transparency.
Revised format and fee: Applications must follow the new format in Schedule I and be submitted to iguidance@sebi.gov.in, along with the updated fee paid through SEBI’s online payment module.
Exclusive applicability: All requests made on or after 1 December 2025 will be governed solely by the IG Scheme, 2025.

The new scheme gives a wider set of intermediaries and market infrastructure institutions direct access to SEBI for interpretive clarity. Centralised processing should lead to more consistent and predictable responses, reducing uncertainty for regulated entities. The standardised format and fee structure also bring greater procedural clarity. Overall, the updated scheme is likely to improve regulatory engagement and help entities better manage compliance questions before acting.

Reclassification of Real Estate Investment Trusts (REITs) as equity-related instruments for facilitating enhanced participation by Mutual Funds and Specialized Investment Funds (SIFs)

Circular No.: HO/24/13/12(1)2025-IMD-POD-2/I/157/2025 dated November 28, 2025

Overview

SEBI is reclassifying Real Estate Investment Trusts (“REITs”) as equity-related instruments for the purpose of investments by Mutual Funds and Specialized Investment Funds (“SIFs”). This follows the amendment to the Mutual Funds Regulations notified on 31 October 2025 vide Gazette notification no. SEBI/LAD-NRO/GN/2025/272. The change aims to encourage greater participation in REITs while giving time for existing debt schemes to adjust their portfolios.

Key Highlights

REITs treated as equity-related instruments from 1 January 2026: All Mutual Funds and SIFs must classify investments in REITs as equity-related. Infrastructure Investment Trusts (“InvITs”) will continue to be treated as hybrid instruments.
Grandfathering for existing holdings: REIT investments held by debt schemes and SIF investment strategies as of 31 December 2025 will be grandfathered. AMCs are encouraged to divest REITs from respective portfolios of debt schemes considering the market conditions, liquidity and interest of investors but not mandated to divest such holdings over time.
AMFI classification update: AMFI must include REITs in the list of scrip classifications based on market capitalisation as per the Master Circular.
Scheme document updates: AMCs must issue an addendum to reflect the new classification. This will not be treated as a fundamental attribute change.
Equity index inclusion: REITs may be included in equity indices only after 1 July 2026.

Reclassifying REITs as equity-related instruments will likely increase MF and SIF exposure to this asset class, supporting deeper market participation in real-estate backed securities. Debt schemes holding REITs will need to plan their transition, though grandfathering offers flexibility. Equity schemes may see REITs gradually incorporated into their portfolios and benchmarks after the six-month cooling period. Operationally, AMCs will need to update scheme documents and ensure alignment across classification systems, disclosures, and index methodologies. If you’d like, I can also prepare a shorter client update.

Additional incentives to distributors for onboarding new individual investors from B-30 cities and women investors

Circular No.: HO/(83)-2025-IMD-POD-1/I/152/2025 dated November 27, 2025

Overview

SEBI revising the incentive framework for mutual fund distributors. The earlier mechanism under Regulation 52(6A)(b) of the SEBI (Mutual Funds) Regulations 1996 for incentivising inflows from B-30 cities has been removed vide gazette notification dated October 31, 2025 due to misuse concerns. In its place, SEBI has introduced a more focused model that rewards distributors for onboarding new individual investors from B-30 cities and new women investors across all cities. The revised structure takes effect from 1 February 2026.

Key Highlights

Old B-30 incentive deleted: Regulation 52(6A)(b) of the SEBI (Mutual Funds) Regulations 1996, which allowed incentives based on inflows from B-30 cities, has been removed vide gazette notification dated October 31, 2025.
New incentive categories: New individual investors (new PAN) from B-30 cities;New women investors (new PAN) from both Top-30 and B-30 cities.
Commission structure:
Lump sum: 1% of first application amount, capped at INR 2,000, subject to a one-year holding period.
Systematic Investment Plan (“SIP”): 1% of total first-year SIP investments, capped at INR 2,000.
Funding source: Paid from the 2 bps investor-education allocation, with mandatory clawback provisions.
No dual incentives: A distributor cannot claim both the B-30 and women-investor incentives for the same investor.
Schemes excluded: Exchange Traded Funds (ETFs), domestic Fund of Funds (FoFs) with over 80% Assets Under Management (AUM) in domestic funds, and schemes with duration under one year (Overnight, Liquid, Ultra-Short Duration, Low Duration).
Implementation standards: Association of Mutual Funds in India (AMFI) will issue detailed guidelines within 30 days.

The revised structure steers incentives towards genuine retail expansion, especially among first-time investors and women participants. Distributors may now focus on deeper outreach and education rather than chasing volume-based B-30 flows. Asset Management Companies (AMCs) will need to adjust internal processes, update offer documents, and ensure compliance with the new clawback and payment framework. The exclusions for short-duration schemes also help avoid misaligned incentives in low-risk products. Overall, the change is designed to promote healthier, more inclusive growth in the mutual fund industry.

Specification of the terms and conditions for Debenture Trustees for carrying out activities outside the purview of SEBI

Circular No.: HO/17/11/12(3)2025-DDHS-POD1/ I/146/2025 dated November 25, 2025

Overview

SEBI has issued a circular on 25 November 2025 to operationalise the newly inserted Regulation 9C of the SEBI (Debenture Trustees) Regulations, 1993. The amendment clarifies what activities Debenture Trustees (“DTs”) may undertake outside SEBI’s regulatory domain and lays down strict conditions for doing so. The circular sets out the framework for segregating such activities, ensuring investor transparency, and protecting the integrity of SEBI-regulated functions.

Key Highlights

DTs may undertake: Activities regulated by other financial sector regulators (Reserve Bank of India (RBI), Insurance Regulatory and Development Authority of India (IRDAI), Pension Fund Regulatory and Development Authority (PFRDA), International Financial Services Centres Authority (IFSCA), Insolvency and Bankruptcy Board of India (IBBI), Ministry of Corporate Affairs (MCA), etc.); Fee-based, non-fund-based financial services activities not regulated by SEBI.

All non-SEBI-regulated activities must be carried out through ring-fenced Separate Business Units (“SBUs”) operating at arm’s length, with a clear Chinese Wall between regulated and non-regulated work.

SBUs must maintain their own grievance-redressal and escalation processes, separate from SEBI-regulated activities and is separate and distinct from the grievance redressal mechanism provided for activities regulated by SEBI and is part of the SBU.

Staff handling non-SEBI activities must be separate from those managing SEBI-regulated work, with controlled movement across the Chinese Wall. Separate records must be maintained for SBU activities.

DTs must:

Publish a list of non-SEBI-regulated activities on their website within 30 days;
Clearly state that SEBI’s investor-protection mechanisms do not apply to such activities;
Make upfront disclosures in all contracts and communications, along with stakeholder confirmations.
Include the name of the relevant FSR when undertaking activities regulated by another regulator.

Marketing materials and webpages for non-SEBI activities must be completely separate from regulated DT functions.

Existing agreements must be updated with disclosures and written acknowledgements within six months, followed by a compliance report to SEBI.

DTs must provide a board-approved compliance undertaking confirming adherence to Regulation 9C and the circular.

The new framework will require DTs to tighten the way they separate their regulated and non-regulated work. They’ll have to build or update SBUs with clear divisions in staffing, processes, and disclosures, which increases both operational effort and compliance obligations. DTs engaging in activities overseen by other regulators will also need to follow those rulebooks while maintaining SEBI’s segregation standards. For clients and other stakeholders, the benefit is greater transparency, with explicit disclosures about which services fall outside SEBI’s protection. Taken together, these measures aim to protect the integrity of DT functions while still giving them room to diversify into other financial services in a controlled and accountable way.

Modifications to Chapter IV of the Master Circular for Debenture Trustees dated August 13, 2025

Circular No.: HO/17/11/12(3)2025-DDHS-POD1/ I/145/2025 dated November 25, 2025

Overview

SEBI has amended Chapter IV of the Master Circular for Debenture Trustees to clarify how the Recovery Expense Fund (REF) should be used. Earlier rules stated the broad purpose of REF but didn’t spell out specific utilisations, which created practical challenges. The revised framework pursuant to the recommendations of the Working Group of DTs for Ease of Doing Business, discussions in Corporate Bonds and Securitization Advisory Committee (CoBoSAC) and public consultation now provides a defined list of eligible enforcement-related expenses, a straightforward reimbursement process, and clearer roles for Debenture Trustees and Stock Exchanges.

Key Highlights

The purpose of REF has been tightened to cover enforcement and legal actions in the event of default.
A detailed list of activities eligible for reimbursement has been added. This includes obtaining holder consents, voting processes, meetings, court filings, legal fees, asset recovery expenses, and appointment of legal consultants.
Prior debenture-holder approval is no longer required when REF is used for the specified purposes. Only an intimation to holders and website disclosure is needed.
For any other use, prior consent from debenture holders remains mandatory.
Designated Stock Exchanges must release REF amounts within five working days once informed and after verifying an auditor’s certificate.
“Lead Debenture Trustee” has been formally defined. Lead Debenture Trustee shall mean: a Debenture Trustee who is chosen as the Lead Debenture Trustee by other Debenture Trustees; or a Debenture Trustee who represents holders of more than 50% of the outstanding value of debt securities.
DTs must keep proper accounts and update debenture holders annually on REF utilisation.

The changes are expected to reduce delays in enforcement by giving DTs faster access to funds and clearer authority to act during a default. Issuers and DTs will need to align internal processes with the new utilisation and reporting requirements. Investors benefit from stronger transparency and a more predictable enforcement framework. Overall, the amendments aim to streamline recovery actions, strengthen investor protection, and create consistency in how REF is managed across the market.

Timeline for submission of information by the Issuer to the Debenture Trustee(s)

Circular No.: HO/17/11/12(3)2025-DDHS-POD1/ I/144/ 2025 dated November 25, 2025

Overview

SEBI, in exercise of powers conferred under Section 11(1) of Securities and Exchange Board of India Act, 1992, Regulation 2A of the DT Regulations, Regulation 101 of the SEBI (Listing Obligations and Disclsoure Requirements) Regulations, 2015, and Regulation 55 of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, to protect the interest of investors in securities and to promote the development of, and to regulate, the securities market, has introduced fixed timelines for issuers to submit key reports and certificates to Debenture Trustees (“DTs”) and in terms of the provisions of Regulations 15(1)(s) and 15(1)(t) of the SEBI (Debenture Trustees) Regulations 1993 (‘DT Regulations’), DT shall carry out due diligence on a continuous basis. Chapter II of the Master Circular for Debenture Trustees dated August 13, 2025 (‘DT Master Circular’) has specified the manner in which the DT shall carry out due diligence for creation of security at the time of issuance of debt securities. Further, Chapter VI of the DT Master Circular has, inter-alia, specified that the issuer and the Debenture Trustee shall ensure that the terms and conditions relating to periodical monitoring are incorporated in the debenture trust deed. The goal is to support timely and effective due diligence, strengthen monitoring of security, and reduce delays that often hamper trustee oversight.

Key Highlights

Security Cover Certificate must be submitted quarterly within 60 days, and within 75 days for the last quarter.
Statements on pledged securities, Debt Service Reserve Account (“DSRA”) value, and guarantor net worth (personal guarantee) must be submitted half-yearly within 60 days.
Financials or valuation of guarantors (corporate guarantee) must be provided annually within 60 days of the financial year-end.
Valuation and title search reports for secured assets must be submitted once every three years, also within 60 days of the financial year-end.
The new timelines apply from the quarter ending December 31, 2025.

The structured submission schedule removes ambiguity and ensures that DTs get essential information on time, helping them monitor security quality and covenant compliance more effectively. Issuers will need stronger internal controls to meet the strict deadlines. Investors benefit from better oversight, reduced information gaps, and more reliable monitoring of secured debt.

Reserve Bank of India

RBI Permits Municipal Debt Securities in Repo Transactions

Notification No. RBI/FMRD/2025-26/142 dated November 11, 2025

Overview

The Reserve Bank of India has allowed Municipal Debt Securities to be used in repo and reverse repo transactions. This change makes municipal bonds part of the eligible collateral pool in the money market and aligns with the central government’s recent notification in exercise of the powers conferred by clause (e) of section 45U of the Reserve Bank of India Act, 1934 (2 of 1934), has specified the Municipal Debt Securities, having the meaning assigned to it in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the rules or regulations made thereunder, to be as security under the said section for the purposes of “repo” and “reverse repo” vide notification dated October 22, 2025 in the Official Gazette.

Key Provisions

Municipal Debt Securities are now officially recognised as eligible collateral for repo and reverse repo operations.
The permission stems from the Central Government notification dated October 22, 2025 under Section 45U of the RBI Act, 1934.
The RBI’s updated directions take effect immediately.

This move is expected to deepen the municipal bond market by improving liquidity and giving market participants more flexibility in funding operations. It may also enhance pricing transparency and attract a wider investor base, since instruments that qualify for repo generally see stronger demand. Concurrently, municipalities with sound credit profiles could see improved borrowing conditions over time.

Trade Relief Measures for Exporters Impacted by Global Disruptions

Notification No. RBI/2025-26/96 dated November 14, 2025

Overview

The RBI has introduced temporary Trade Relief Measures to support exporters hit by global trade disruptions. These Directions allow banks and other regulated entities to offer repayment flexibility and extended export credit timelines without triggering restructuring rules or asset classification downgrades. These Directions are being issued in exercise of powers conferred by sections 21, 35A and 56 of the Banking Regulation Act, 1949, sections 45JA, 45L and 45M of the Reserve Bank of India Act, 1934, section 6 of the Factoring Regulation Act, 2011, sections 30A, 32 and 33 of the National Housing Bank Act, 1987 and section 11 of the Credit Information Companies (Regulation) Act, 2005.

Key Provisions

Moratorium/deferment on export loan repayments allowed for the period 1 September to 31 December 2025. In respect of working capital facilities sanctioned in the form of cash credit/ overdraft (“CC/ OD”), a RE may defer the recovery of interest applied in respect of all such facilities during the effective period. During the moratorium/ deferment period, interest shall continue to accrue. However, interest application shall be on simple interest basis, without compounding effect, i.e., there shall be no interest on interest. The accumulated accrued interest during moratorium/ deferment period may be converted into a funded interest term loan which shall be repayable in one or more instalments after March 31, 2026, but not later than September 30, 2026. In respect of working capital facilities, a RE may, at its discretion, recalculate ‘drawing power’ by reducing the margins and/ or reassess the working capital limits, during the effective period. Any such review, after the expiry of the effective period shall be based on regular assessments.
Export credit tenure may be extended up to 450 days for pre-shipment and post-shipment export credit disbursed till March 31, 2026. In respect of packing credit facilities already availed by exporters on or before August 31, 2025, where dispatch of goods could not take place, a RE may allow liquidation of such facilities from any legitimate alternate sources, including domestic sale proceeds of such goods or substitution of contract with proceeds of another export order.
Relief granted under these Directions will not be treated as restructuring, and accounts will not face downgraded classification during the permitted moratorium window.
Regulated entities must create a minimum 5% general provision for all eligible borrower accounts availing the relief.
REs must submit fortnightly disclosures on the relief provided through the DAKSH platform.
Directions are effective immediately.

The framework gives exporters breathing room at a time of heightened global trade volatility, helping them manage cash flow stress and avoid slipping into default. For lenders, the measures strike a balance by preserving asset quality while still requiring a prudential buffer through additional provisioning and regular reporting. Over the short term, it is likely to stabilise export-linked credit and reduce the risk of systemic stress in trade finance.

Delisting of Two Individuals from the UNSC Terror Sanctions List under UAPA

Notification No. RBI/2025-26/97 dated November 14, 2025

Overview

The RBI has notified all Regulated Entities about the removal of two individuals from the UN Security Council’s ISIL (Da’esh) and Al-Qaida sanctions list. This update flows from the UNSC decision dated 6 November 2025. REs must align their internal screening and compliance systems with the revised list and continue adhering to obligations under Section 51A of the UAPA.

The RBI Master Direction on Know Your Customer dated February 25, 2016 as amended on August 14, 2025 (MD on KYC), in terms of which “Regulated Entities (REs) shall ensure that in terms of Section 51A of the Unlawful Activities (Prevention) (UAPA) Act, 1967 and amendments thereto, do not have any account in the name of individuals/entities appearing in the lists of individuals and entities, suspected of having terrorist links, which are approved by and periodically circulated by the United Nations Security Council (UNSC).” In this connection, Ministry of External Affairs (MEA), Government of India has informed about the UNSC press release SC/16214 dated November 06, 2025 wherein the Security Council Committee has decided to remove two individuals from its Islamic State in Iraq and the Levant (ISIL/Da’esh) and Al-Qaida sanctions list.

Key Provisions

Two individuals Ahmed al-Sharaa (QDi.317) and Anas Hasan Khattab (QDi.336)—have been delisted from the UNSC terror sanctions list.
REs must update internal sanction-screening systems, customer databases, and transaction-monitoring filters to reflect the delisting.
Compliance must follow Section 51A of the UAPA, 1967 and the RBI Master Direction on KYC.
REs must ensure no freezing obligations remain for the delisted individuals and must follow the prescribed process for handling delisting requests.
Entities must continue to ensure full alignment with updated UNSC lists going forward.

The update reduces the compliance burden related to these two specific names but keeps REs accountable for vigilant and real-time sanctions monitoring. Banks and other REs will need to revisit their screening tools, unfreeze any accounts linked to these names (if applicable), and maintain clean audit trails to demonstrate adherence to UAPA and KYC obligations. The circular reinforces the expectation of quick system updates and robust sanctions governance.

Insolvency and Bankruptcy Board of India

Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Personal Guarantors to Corporate Debtors) (Amendment) Regulations, 2025

F. No. IBBI/2025-26/GN/REG131, dated 20th November 2025

Overview

The Insolvency and Bankruptcy Board of India (“IBBI”) in exercise of the powers conferred by clause (t) of sub-section (1) of section 196, section 240 read with clause (e) of section 2 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), has introduced the Second Amendment to the 2019 Regulations governing the insolvency resolution process for personal guarantors to corporate debtors called the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Personal Guarantors to Corporate Debtors) (Second Amendment) Regulations, 2025. The amendment creates a new Regulation 23, which formalises mandatory filing of prescribed Forms by resolution professionals and introduces timelines, accuracy requirements, and penalties for delays or incomplete filings. The amendment takes effect upon publication in the Official Gazette.

Key Amendments

New Regulation 23 inserted:
- Resolution professionals must file all Forms (with enclosures) notified by IBBI within the specified timelines.
- IBBI will host and update these Forms on an electronic platform.
- Resolution professionals are responsible for ensuring that filings are accurate and complete.
Late filing fee introduced:
- A fee of INR 500 per Form per month applies for any filing made after the due date, including corrections or updates.
Regulatory action for non-compliance:
- IBBI may act including refusing issuance or renewal of Authorisation for Assignment for:
  - failure to file Forms or required records,
  - inaccurate or incomplete submissions,
  - delays in filing.

The amendment significantly raises compliance expectations for resolution professionals. Timely and error-free filing becomes essential, backed by financial penalties for delays and the risk of regulatory consequences affecting their authorisation to take future assignments. The move also strengthens data quality and transparency for cases involving personal guarantors, helping the Board monitor processes more effectively.

Insolvency and Bankruptcy Board of India (Insolvency Professionals) (Second Amendment) Regulations, 2025

F. No. IBBI/2025-26/GN/REG132 dated 20th November, 2025

Overview

The Insolvency and Bankruptcy Board of India (“IBBI”) in exercise of the powers conferred by section 196, sections 207 and 208 read with section 240 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), has issued the Insolvency Professionals (Second Amendment) Regulations, 2025. These changes update workload limits for individual Insolvency Professionals (IPs) and tweak the Code of Conduct to strengthen oversight and ensure better quality of processes under the Code. The amendment takes effect from the date of publication in the Official Gazette.

Key Amendments

Cap on Number of Assignments (New Regulation 7B), an individual IP (who is not an Insolvency Professional Entity) cannot handle:
- More than 10 assignments in total, across:
  - Interim Resolution Professional (IRP) roles
  - Resolution Professional (RP) roles
  - Liquidator roles
Within these 10, not more than 3 assignments may involve admitted claims above INR 1,000 crore each.

If an IP already holds more than the permitted assignments on the commencement date, they cannot take on new assignments until their active cases fall within the new limits.

The phrase “approval of the Board” is replaced with “prior approval of the Adjudicating Authority”. This shifts certain approvals away from IBBI to the NCLT/NCLAT, giving the adjudicating body direct oversight.
The earlier clarification to clause 22 of the Code of Conduct for Insolvency Professionals specified in the First Schedule has been omitted. This cleans up the regulatory text and removes interpretational add-ons that were previously attached to Clause 22.

The amendments place a clear cap on how many cases an individual insolvency professional can handle, limiting them to ten assignments in total, with only three involving claims above INR 1,000 crore. Anyone already above the limit must stop taking new matters until they fall back within the threshold. Alongside this, certain approvals now move from the Board to the adjudicating authority, and the earlier clarification to Clause 22 has been removed to keep the framework cleaner and easier to apply.

The Insolvency Professionals to act as Interim Resolution Professionals, Liquidators, Resolution Professionals and Bankruptcy Trustees (Recommendation) (Second) Guidelines, 2025 issued on November 21, 2025

Overview

The Insolvency and Bankruptcy Board of India has issued updated guidelines for preparing and recommending panels of Insolvency Professionals (“IPs”) for appointment as Interim Resolution Professional (IRPs), Resolution Professional (RPs), Liquidators, and Bankruptcy Trustees under Sections 16(4), 34(6), 97(4), 98(3), 125(4), 146(3), 147(3) of the Insolvency and Bankruptcy Code, 2016. Further, Rule 8(2) of the Insolvency and Bankruptcy (Application to Adjudicating Authority for Insolvency Resolution Process for Personal Guarantors to Corporate Debtors) Rules, 2019 and Rule 8(2) of the Insolvency and Bankruptcy (Application to Adjudicating Authority for Bankruptcy Process for Personal Guarantors to Corporate Debtors) Rules, 2019 enables the Board to share a Panel of IPs, who may be appointed as resolution professionals or bankruptcy trustee, with the Adjudicating Authority (“AA”). The aim is to streamline appointments by the National Company Law Tribunal (“NCLT”) and Debt Recovery Tribunal (“DRT”), reduce delays, and ensure only eligible and willing professionals are placed on these panels. The new panel will apply from 1 January 2026 to 30 June 2026, replacing the earlier May 2025 guidelines.

Key Provisions

Eligibility: Only IPs with no pending disciplinary cases, no recent convictions, and a valid AFA for the full panel period can be included.
Expression of Interest: IPs must submit Form A by 22 December 2025 and give unconditional consent to act in all roles. The Board will send the Panel to the AA by December 31, 2025. IPs are also required to select the Sectors in which they have handled assignments or are handling assignments under the Code. The name of the Sectors is to be chosen from the dropdown list mentioned in the Form. If the IP selects the option ‘Others’, he must mention the name of the sector.
Panel Structure: A common six-month panel will be prepared, arranged zone-wise and bench-wise based on the IP’s registered office; Insolvency Professional Entity (“IPEs”) can be appointed anywhere.
Sorting Criteria: IPs will be ranked according to their ongoing assignments, with earlier IBBI registrants placed higher when scores match. Where two or more IPs get the same score, they will be placed in the Panel in the order of date of their registration with the Board. The IP registered earlier will be placed above the IP registered later.
Conditions for IPs: Inclusion means automatic acceptance of appointments; unjustified refusal results in a six-month removal from the panel.
Authority's Discretion: NCLT/DRT may appoint any IP from the panel or request IBBI to recommend an IP from outside the list.

These guidelines create a more structured and predictable system for appointing insolvency professionals, which should reduce delays and improve case flow before the tribunals. By linking eligibility to discipline, capacity, and valid AFA, the framework ensures that only dependable and fully compliant IPs reach the panel. The zone-wise arrangement helps distribute work more evenly across regions, while the automatic-consent rule encourages accountability and discourages last-minute refusals. Overall, the revised process strengthens trust in the appointment mechanism, promotes fairness in allocation, and supports smoother handling of corporate and individual insolvency matters.

Labour and Employment

India Implements Unified Labour Code Framework

From 21 November 2025, the Government implemented the four unified labour codes: the Code on Wages (2019), Industrial Relations Code (2020), Social Security Code (2020), and the OSH Code (2020). With their enforcement, 29 older labour statutes were repealed, creating one streamlined framework that cuts across industries and employment types. This marks one of the biggest updates to India’s labour regime, aimed at strengthening worker rights while making compliance easier for employers.

Key Changes

Code on Wages: Sets a national minimum wage for all workers in both organized and unorganized sectors, irrespective of industry and grants a statutory right to minimum wages for all workers, replacing the earlier limited coverage of scheduled employment by introducing a single statutory definition of “wages” under Section 2(y), limiting excluded allowances such as HRA and travel to a maximum of 50% of total CTC, thereby increasing the base for PF, gratuity and bonus, requires written appointment letters, simplifies wage records, and revises overtime thresholds. It also brings consistency in wage calculation across sectors. Under Section 5, it grants a statutory right to minimum wages for all workers across organised and unorganised sectors, replacing the earlier restricted coverage under the Minimum Wages Act, 1948. Section 9 empowers the Central Government to notify a National Floor Wage, below which States cannot fix minimum wages, ensuring uniform minimum living standards nationwide. Section 15 mandates timely payment of wages within seven days of the wage period, while Section 17(2) requires full and final settlement within two working days of separation. Further, Section 3 strengthens gender equality by prohibiting discrimination not only in wages but also in recruitment and service conditions, embedding gender-neutral pay and employment standards into the wage regime.
Industrial Relations Code: Updates rules for trade unions, boosts collective bargaining, and simplifies how disputes are handled. It also revises the norms for layoffs, retrenchment, and employee grievance processes. The Industrial Relations Code, 2020 streamlines dispute resolution, trade union recognition and workforce restructuring by, under Section 77, increasing the threshold for prior government approval for layoff, retrenchment and closure from 100 to 300 workers, thereby enhancing operational flexibility for medium-sized establishments while retaining safeguards for large units. Under Section 4, the requirement for constituting a Grievance Redressal Committee (GRC) is expanded to establishments employing 20 or more workers, lowering the earlier threshold of 50 workers and strengthening internal dispute resolution. Section 14 introduces a formal mechanism for recognition of a negotiating union, requiring 51% worker support for sole recognition, failing which a Negotiating Council must be constituted. Further, under Section 62, the obligation of providing a 14 day prior notice for strikes and lockouts is extended to all industrial establishments, whereas earlier it was largely limited to public utility services, ensuring greater industrial stability and structured dialogue.
The Code on Social Security, 2020 (“Social Security Code”): Expands PF, ESIC, gratuity, maternity benefits, and other protections to gig workers, platform workers, and those in the unorganized sector. It also allows the government to introduce targeted welfare schemes. Further, the Code on Social Security, 2020 significantly expands the coverage and portability of social protection across India’s workforce by formally recognising gig workers, platform workers and aggregators for the first time under Sections 2(35), 2(61) and Chapter IX (Section 113), and empowering the Central Government to frame exclusive welfare schemes for them, with aggregators mandated to contribute 1% to 2% of annual turnover, capped at 5% of payouts. Under Section 53, fixed-term employees become eligible for pro-rata gratuity after just one year of continuous service, instead of the earlier five-year requirement. Section 1(4) extends PF and ESIC coverage on a pan India basis, with ESIC made voluntary for establishments with fewer than 10 employees. Section 142 introduces Aadhaar based mandatory registration of all workers organised, unorganised, gig and platform on a unified national portal, ensuring nationwide portability of social security benefits across States and employments.
The Occupational Safety, Health and Working Conditions Code, 2020 (“OSH Code”): Creates a single set of safety, health, and workplace standards for factories, mines, contract labour, and other establishments by replacing several earlier regulations. The Occupational Safety, Health and Working Conditions Code, 2020 creates a single national framework for workplace safety, health and welfare by mandating, under Section 72, the issuance of written appointment letters to every worker, and under Section 43, permitting women to work in all establishments and across all shifts, including night shifts, subject to consent, safety safeguards and employer-provided transportation. Section 22 requires employers in specified establishments to provide free annual health and welfare check-ups, particularly for workers above the prescribed age threshold, while Section 32 reduces the eligibility threshold for annual leave with wages from 240 days to 180 days in the first year, accelerating access to paid leave. The Code further mandates National OSH Standards, a National OSH Board, compulsory safety committees in large establishments, safe handling of hazardous chemicals, safety training, protective equipment, sanitation, medical facilities and welfare infrastructure across sectors, significantly strengthening workplace protection and occupational safety.

Together, the four codes bring clarity and uniformity to labour regulation. Workers benefit from stronger wage safeguards, broader social security coverage, and better workplace standards. Employers gain a more consolidated and predictable compliance system through unified definitions, common registers, and standardised procedures. In the long run, this reform is expected to support a more stable labour market, improve operational efficiency, and bring India’s labour framework closer to global norms.