Thursday, 16 July 2026

SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2026

 Document Title: Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2026

Notification No.: SEBI/LAD-NRO/GN/309

Date of Notification: 3 July 2026

Effective Date: 180 days from the date of publication in the Official Gazette.


Executive Summary

The Securities and Exchange Board of India (SEBI) has issued the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2026 to rationalize the fee structure applicable to Foreign Venture Capital Investors (FVCIs). The amendment primarily replaces the historical US Dollar-denominated fees with Indian Rupee-equivalent fees, streamlines the timing of fee payment, and places explicit responsibilities upon Designated Depository Participants (DDPs) for remitting such fees to SEBI within prescribed timelines.

The amendment is administrative rather than substantive. It does not alter the eligibility, registration requirements, investment conditions, or regulatory obligations applicable to FVCIs.


Background

The principal regulations are:

  • SEBI (Foreign Venture Capital Investors) Regulations, 2000.

These regulations govern registration and supervision of Foreign Venture Capital Investors investing in Indian venture capital undertakings.

The present notification amends only the Second Schedule, which prescribes the fee structure, together with a minor amendment in Regulation 3(3).


Key Amendments

1. Removal of Reference to Fee Schedule in Regulation 3(3)

The amendment omits the words:

"by the fee specified in the Second Schedule and"

from Regulation 3(3).

Significance

This is a drafting amendment intended to align the regulation with the revised fee mechanism and eliminate redundant wording.


2. Registration Fee Converted from USD to INR

Earlier:

  • Registration fee:
    US$ 2,500

Revised:

  • ₹2,30,000 (or equivalent eligible foreign exchange)

Further, the fee is now payable:

  • prior to grant of Certificate of Registration

instead of

  • at the time of submission of the application form.

Practical Effect

This provides:

  • better certainty regarding payment timing;
  • payment only after approval is imminent;
  • avoidance of upfront fee payment at application stage.

3. Renewal Fee Rationalised

Earlier:

  • Renewal Fee:
    US$100

Now:

  • ₹9,000 (or equivalent eligible foreign exchange).

Impact

This merely converts the fee structure into INR without altering the renewal mechanism.


4. Delay Fees Revised

The amendment substitutes:

EarlierRevised
US$5 per day₹500 equivalent
Maximum US$150Maximum ₹15,000 equivalent

Observation

The amendment standardises penalties in Indian Rupees, making compliance administration easier.


5. Complete Substitution of Clause (6)

The most operationally significant amendment is substitution of Clause (6).

The revised clause requires every Designated Depository Participant (DDP) to remit fees collected from FVCIs to SEBI in INR.

Initial Registration

DDP must remit:

  • within 5 working days
  • from grant of Certificate of Registration
  • together with prescribed information.

Renewal / Late Fees

DDP must remit:

  • within 5 working days
  • from receipt of fee
  • along with prescribed details.

Regulatory Intent

The amendment appears intended to:

  • simplify fee administration;
  • reduce dependence upon fluctuating USD values;
  • strengthen audit trail for fee remittances;
  • improve reconciliation between DDPs and SEBI;
  • ensure faster transfer of regulatory fees.

Compliance Implications

For Foreign Venture Capital Investors

FVCIs should:

  • note revised INR-denominated fee amounts;
  • budget registration and renewal costs accordingly;
  • ensure payment before registration is granted.

No additional compliance obligations are imposed.


For Designated Depository Participants

DDPs will need to:

  • revise internal operating procedures;
  • ensure remittance within five working days;
  • maintain documentation in SEBI-prescribed formats;
  • strengthen internal controls for fee collection and reporting.

The amendment imposes clearer operational responsibilities on DDPs.


Governance Perspective

From a governance standpoint, the amendment improves:

  • transparency;
  • accountability;
  • operational efficiency;
  • reconciliation of regulatory collections;
  • ease of supervision.

The revised framework reduces ambiguity regarding:

  • payment timelines,
  • payment currency,
  • remittance obligations.

Comparative Snapshot

ParticularEarlier PositionAmended Position
Registration FeeUS$2,500₹2,30,000 equivalent
Renewal FeeUS$100₹9,000 equivalent
Late FeeUS$5/day₹500 equivalent/day
Maximum Late FeeUS$150₹15,000 equivalent
Registration Fee TimingAt applicationPrior to registration
DDP Remittance TimelineLess explicitWithin 5 working days

Impact Assessment

Regulatory Impact: Low

Operational Impact: Moderate (primarily for DDPs)

Financial Impact: Minimal (fees are rationalised into INR rather than materially increased or decreased)

Compliance Burden: Neutral


Conclusion

The SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2026 represent a targeted administrative reform rather than a substantive policy shift. By replacing US Dollar-based fees with Indian Rupee equivalents, clarifying the stage at which registration fees become payable, and prescribing definitive timelines for Designated Depository Participants to remit fees to SEBI, the amendment enhances administrative efficiency, improves regulatory oversight, and aligns fee collection with contemporary operational practices. It does not modify the regulatory framework governing FVCI eligibility, investment conditions, or registration criteria; instead, it modernises the fee administration process while promoting greater certainty, transparency, and ease of compliance. 

Wednesday, 15 July 2026

Intraday borrowing facility availed by mutual funds

 SEBI Circular No. HO/(92)2026-IMD-POD-2/I/16006/2026 dated July 10, 2026

Executive Summary

The Securities and Exchange Board of India (SEBI) has issued a significant circular introducing an intraday borrowing facility for mutual funds to address temporary liquidity mismatches arising primarily from differences in market settlement cycles. The circular follows the amendment to the SEBI (Mutual Funds) Regulations, 2026, notified on July 3, 2026, and supersedes the earlier borrowing guidelines contained in the SEBI Master Circular dated March 20, 2026 and SEBI Circular dated March 25, 2026.

Unlike conventional borrowing, which is tightly regulated and intended only for exceptional circumstances, the newly introduced framework allows same-day borrowings for specified operational purposes while ensuring that such borrowings do not expose investors to additional costs or undue risks.

The provisions shall become effective from September 1, 2026.


Background

Mutual fund schemes routinely experience temporary timing mismatches between cash inflows and payment obligations. Examples include:

  • Redemption proceeds becoming payable before settlement receipts are credited.
  • Investments requiring payment while subscription money is still under processing.
  • Margin obligations or foreign exchange settlements occurring before expected receipts.

Previously, AMCs often had to rely on overnight borrowing provisions or maintain higher idle liquidity. The new framework addresses these operational inefficiencies by permitting intraday borrowing, thereby improving liquidity management without compromising investor protection.


Key Provisions

1. Permitted Uses of Intraday Borrowing

Mutual Funds may avail intraday borrowings for the following purposes:

  • Payment of redemption proceeds to investors.
  • IDCW (Income Distribution cum Capital Withdrawal) payments.
  • Interest payments.
  • Settlement of investments made by schemes.
  • Mark-to-market (MTM) obligations.
  • Foreign exchange settlements.
  • Repayment of existing borrowings.

Analysis

SEBI has clearly limited the facility to operational liquidity requirements rather than allowing borrowings for portfolio leverage or speculative activities. The emphasis remains on facilitating smooth fund operations.


2. Limits on Quantum of Borrowing

The circular prescribes three categories:

(a) Guaranteed Receivables

Borrowing may be backed by receivables such as:

  • RBI settlements
  • Clearing Corporation inflows
  • Subscription amounts already credited into scheme bank accounts

(b) Non-Guaranteed Receivables

Borrowings may also be based upon receivables expected during the day, including:

  • Maturity proceeds
  • Settlement proceeds from:
    • Non-convertible debentures (NCDs)
    • Commercial Papers (CPs)
    • Certificates of Deposit (CDs)
    • OTC Swaps

provided such receivables are expected before the end of the day.

(c) Additional Borrowing

AMCs may borrow beyond the above receivables solely for meeting:

  • Redemption obligations
  • Other investor pay-outs permitted under Regulation 42(1).

Analysis

The framework balances operational flexibility with prudence by linking borrowing primarily to identifiable cash inflows while allowing limited additional borrowing to protect investor redemption rights.


3. Mandatory Same-Day Repayment

AMCs must ensure:

  • Entire intraday borrowing is repaid before the close of business.
  • If any borrowing extends overnight, it must comply with existing regulatory limits governing overnight borrowings.

Analysis

This is perhaps the most critical safeguard.

SEBI has ensured that the facility remains genuinely "intraday" and does not become an indirect route for longer-term leverage.


4. Governance Framework

Boards of:

  • Asset Management Companies (AMCs)
  • Trustees of Mutual Funds

must approve a formal policy governing intraday borrowing.

The policy should include:

  • Approval process
  • Monitoring mechanisms
  • Internal controls

The approved policy must also be hosted on the AMC's website.

Analysis

This strengthens corporate governance by ensuring board-level oversight and transparency.


5. Record Maintenance

AMCs are required to maintain scheme-wise documentation covering:

  • Nature of liquidity mismatch
  • Source of expected repayment
  • Supporting records for each borrowing transaction.

Analysis

This enhances auditability and regulatory supervision while enabling SEBI to monitor the appropriateness of facility usage.


6. Continued Regulatory Compliance

The circular clarifies that AMCs must continue complying with:

  • Clauses 6 and 7 of the Fourth Schedule of SEBI (Mutual Funds) Regulations, 2026
  • Paragraph 17.7 of the SEBI Master Circular.

This ensures the new facility supplements—not replaces—the existing risk management framework.


7. Cost of Borrowing

One of the most investor-friendly provisions is that:

  • Any borrowing cost shall be borne entirely by the AMC.
  • Any losses arising from delays in expected receivables shall also be borne by the AMC.

Analysis

This provision ensures that investors are insulated from operational inefficiencies of the AMC.


Regulatory Philosophy

The circular reflects SEBI's evolving approach towards modern liquidity management.

Historically, borrowings by mutual funds have been viewed conservatively due to concerns over leverage and investor protection. However, with increasingly sophisticated settlement systems and larger transaction volumes, temporary liquidity mismatches have become an operational reality rather than an indicator of financial distress.

By permitting intraday borrowings within a tightly controlled framework, SEBI acknowledges these operational realities while preserving the fundamental principle that mutual funds should not employ borrowings as a means of enhancing investment returns.


Impact on Stakeholders

Asset Management Companies

AMCs will benefit from:

  • Improved treasury management
  • Better liquidity planning
  • Reduced operational settlement risks
  • Lower need for maintaining excess idle cash

However, they must invest in:

  • Enhanced treasury systems
  • Real-time liquidity monitoring
  • Internal controls
  • Documentation and audit trails

Trustees

Trustees will assume greater oversight responsibilities, particularly in:

  • Reviewing borrowing policies
  • Monitoring compliance
  • Ensuring investor interests remain protected

Investors

Investors stand to benefit through:

  • Faster redemption processing
  • Reduced settlement failures
  • Improved operational efficiency
  • No additional borrowing costs being passed on to schemes

Regulators

SEBI gains:

  • Greater transparency
  • Better monitoring capability
  • Standardized governance across AMCs
  • Stronger investor protection mechanisms

Compliance Checklist for AMCs

Before September 1, 2026, AMCs should:

  • Draft and obtain Board-approved Intraday Borrowing Policy.
  • Obtain Trustee approval.
  • Update treasury and liquidity management systems.
  • Establish real-time monitoring mechanisms.
  • Maintain scheme-wise documentation.
  • Publish policy on AMC website.
  • Ensure accounting systems separately identify intraday borrowings.
  • Train treasury, compliance, and operations teams.
  • Review internal audit procedures for monitoring compliance.

Key Takeaways

  • SEBI has formally introduced intraday borrowing for mutual funds to address short-term operational liquidity mismatches.
  • The facility is restricted to specified operational purposes and is not intended for leveraging investment portfolios.
  • Borrowings must ordinarily be repaid on the same day, with any overnight extension subject to existing regulatory limits.
  • Governance has been strengthened through mandatory Board- and Trustee-approved policies, public disclosure, and robust record-keeping.
  • Borrowing costs and any losses due to delayed receivables must be borne by the AMC, ensuring investors are not disadvantaged.
  • The framework aims to enhance liquidity management while maintaining investor protection and market discipline.

Conclusion

The introduction of an intraday borrowing framework marks a pragmatic and progressive reform in India's mutual fund regulatory landscape. It acknowledges the practical realities of modern settlement cycles while preserving SEBI's long-standing emphasis on prudence, transparency, and investor protection. By combining operational flexibility with stringent governance requirements and explicit cost allocation to AMCs, the circular strikes a well-considered balance between efficiency and accountability. Its successful implementation from September 1, 2026, is expected to improve settlement efficiency, strengthen liquidity management practices, and enhance the resilience of the mutual fund ecosystem without compromising the interests of investors. 

Tuesday, 14 July 2026

SEBI (Issue and Listing of Municipal Debt Securities) (Amendment) Regulations, 2026

 Document: Gazette of India Extraordinary Notification No. SEBI/LAD-NRO/GN/2026/305 dated 1 July 2026 amending the SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015.


Executive Summary

The Securities and Exchange Board of India (SEBI) has introduced significant amendments to the Municipal Debt Securities Regulations, 2015 with the objective of making the municipal bond market more transparent, investor-friendly and aligned with the regulatory framework governing non-convertible securities.

The amendments primarily focus on:

  • expanding investor participation;
  • permitting ESG municipal debt securities;
  • facilitating bond issuances through Special Purpose Vehicles (SPVs);
  • improving disclosures in offer documents;
  • digitising public issue advertisements;
  • enhancing financial and litigation disclosures; and
  • strengthening investor protection through better transparency.

Overall, these amendments are expected to deepen India's municipal bond market while encouraging urban infrastructure financing.


Background

Municipal bonds have traditionally been issued directly by municipal corporations.

However, several infrastructure projects are now undertaken through Special Purpose Vehicles (SPVs) under various Central Government schemes.

The earlier Regulations did not adequately address such structures.

These amendments bridge that gap.


Major Amendments

1. Introduction of "Retail Individual Investor"

A new definition has been inserted.

A Retail Individual Investor (RII) means an individual applying for municipal debt securities up to ₹2 lakh.

Significance

  • Aligns municipal bond regulations with equity and debt market norms.
  • Enables issuers to design investor-specific benefits.
  • Encourages wider retail participation.

2. Definition of "Working Day"

A comprehensive definition of Working Day has been introduced.

The definition varies depending upon:

  • issue opening;
  • issue closing;
  • listing process.

It also excludes Saturdays, Sundays and notified bank holidays depending upon the stage of issuance.

Practical implication

Removes ambiguity while computing:

  • issue timelines;
  • listing deadlines;
  • disclosure schedules;
  • allotment timelines.

3. ESG Municipal Debt Securities

One of the most important amendments is the insertion of Regulation 4C.

Municipal issuers may now issue ESG Debt Securities, subject to compliance with the SEBI framework applicable to listed non-convertible securities and ESG instruments.

Impact

This opens the municipal bond market to:

  • Green Bonds
  • Social Bonds
  • Sustainability Bonds

Examples include financing:

  • metro projects
  • sewage treatment
  • renewable energy
  • water supply
  • affordable housing
  • climate-resilient infrastructure

4. Municipal Bond Issuance through SPVs

A completely new provision allows fund raising through Special Purpose Vehicles created under the Government of India's Pooled Finance Development Fund Scheme.

Requirements

Before issuing securities:

  • municipalities must execute agreements with the SPV;
  • details must be disclosed in the Offer Document;
  • SPV may be either:
    • a Trust; or
    • a Company.

Importance

This amendment is expected to significantly increase municipal bond issuances.


5. Digital Public Issue Advertisements

Earlier:

Advertisements had to be published in newspapers.

Now:

Advertisements may be published electronically through:

  • online newspapers;
  • issuer website;
  • stock exchange website.

If electronic publication is chosen, a newspaper notice containing:

  • QR Code
  • web link

must also be published.

Benefit

  • lower issue costs;
  • faster dissemination;
  • environmentally friendly.

6. Incentives to Retail Investors

Issuers are now permitted to provide incentives to specified investor categories including:

  • Senior Citizens
  • Women
  • Serving Defence Personnel
  • Veterans
  • Spouses of martyrs
  • Retail Individual Investors
  • other investor classes specified by SEBI

Examples:

  • additional coupon;
  • discounted issue price.

Such incentives are available only to original allottees.


7. Enhanced Project Disclosure

Where fresh borrowing is proposed for refinancing existing borrowings, issuers must disclose:

  • original lender;
  • amount borrowed;
  • interest rate;
  • repayment schedule;
  • utilisation;
  • restructuring history;
  • reasons for refinancing.

This substantially improves transparency.


8. New Schedule IA

A completely new Schedule IA has been introduced for SPV issuers.

It prescribes extensive disclosure requirements including:

General information

  • registered office
  • directors
  • compliance officer
  • lead manager
  • registrar
  • debenture trustee
  • auditors
  • legal advisors
  • credit rating agencies

Capital structure

  • management
  • shareholding
  • resolutions
  • project approvals

Project disclosures

  • project cost
  • implementation schedule
  • approvals
  • financing pattern
  • grants
  • milestones

Financial disclosures

Three years' financial information including:

  • Balance Sheet
  • Income Statement
  • Cash Flow
  • Debt
  • Debt Service Coverage
  • Sinking Fund
  • Property Tax collections
  • Cash balances
  • Municipal finances

Litigation disclosures

Detailed disclosures regarding:

  • criminal proceedings
  • tax disputes
  • SEBI actions
  • regulatory proceedings
  • defaults
  • material litigation

Risk Factors

Mandatory categorisation into:

  • internal risks;
  • external risks;
  • project risks;
  • liquidity risks;
  • repayment risks.

Investor Protection Measures

The amendments considerably strengthen investor protection through:

  • greater disclosure obligations;
  • QR-code enabled disclosures;
  • website-based access to financial statements;
  • disclosure of pending creditor dues;
  • MSME payment disclosures;
  • disclosure of material contracts;
  • enhanced litigation reporting;
  • management certifications;
  • detailed risk factors.

Impact on Stakeholders

Municipal Corporations

  • Easier access to capital markets.
  • Greater disclosure obligations.
  • Ability to use SPV structures.

Special Purpose Vehicles

Major beneficiaries.

They now have a complete regulatory framework for listed municipal bonds.

Merchant Bankers

Need to perform enhanced due diligence regarding:

  • project finance;
  • municipal finances;
  • litigation;
  • creditor information.

Debenture Trustees

Receive more detailed information, improving monitoring and investor protection.

Investors

Benefit from:

  • greater transparency;
  • improved disclosures;
  • retail incentives;
  • ESG investment opportunities.

Compliance Checklist

Before a municipal debt issue, issuers should ensure:

  • ✔ Eligibility under the amended Regulations.
  • ✔ SPV documentation (if applicable).
  • ✔ ESG compliance (where ESG-labelled securities are issued).
  • ✔ Updated Offer Document with all prescribed disclosures.
  • ✔ Disclosure of refinancing details, if applicable.
  • ✔ QR code and electronic advertisement arrangements.
  • ✔ Three years' financial disclosures.
  • ✔ Litigation and creditor disclosures.
  • ✔ Risk factor disclosures.
  • ✔ Board approvals and requisite authorisations.

Key Takeaways

The amendments represent one of the most comprehensive updates to the Municipal Debt Securities framework since 2015. They are designed to:

  • promote municipal infrastructure financing through the capital markets;
  • facilitate SPV-based bond issuances;
  • integrate ESG financing into municipal borrowing;
  • encourage retail investor participation through defined eligibility and incentives;
  • modernise disclosures through electronic publication and QR codes; and
  • strengthen investor protection with significantly enhanced transparency and governance requirements.

Overall Assessment

From a corporate governance and securities law perspective, these amendments are a progressive reform that aligns the municipal bond market with SEBI's broader disclosure-based regulatory philosophy. They are likely to improve market confidence, facilitate urban infrastructure funding, and attract a broader base of institutional, ESG-focused, and retail investors while imposing a higher standard of accountability on municipal issuers and SPVs.

Monday, 13 July 2026

SEBI (Custodian) (Amendment) Regulations, 2026

 The Securities and Exchange Board of India (Custodian) (Amendment) Regulations, 2026, notified on 3 July 2026, introduce a significant change in the fee payment framework applicable to SEBI-registered custodians. The amendments replace the existing annual fee mechanism with a monthly fee regime, effective 1 October 2026.

The objective of the amendment appears to be to align regulatory fee collection with the periodic reporting of Assets Under Custody (AUC), improve cash flow management for custodians, facilitate more frequent regulatory oversight, and ensure proportional fee liability for newly registered custodians.


Background

The SEBI (Custodian) Regulations, 1996 govern entities registered as custodians of securities, who hold securities and related assets on behalf of institutional investors such as:

  • Mutual Funds
  • Foreign Portfolio Investors (FPIs)
  • Alternative Investment Funds (AIFs)
  • Insurance Companies
  • Pension Funds
  • Other institutional investors

Prior to this amendment, custodians were required to pay annual registration fees, calculated as:

  • ₹10,00,000 annually; or
  • 0.0005% of Assets Under Custody (AUC),

whichever was higher.


Effective Date

The amendment comes into force on:

1 October 2026.


Major Amendments

1. Annual Fee replaced by Monthly Fee

The most significant amendment is the substitution of the expression "annual fee" with "monthly fee" throughout the Regulations.

Accordingly:

  • Regulation 9(d)
  • Regulation 26(i)
  • Second Schedule

have all been amended.


2. Revision of Fee Structure

The revised fee is now:

Monthly Fee

  • ₹85,000; or
  • 0.0000416% of Assets Under Custody,

whichever is higher.

Practical Observation

The revised percentage is essentially the annual rate divided into monthly instalments:

EarlierRevised
₹10,00,000 annually₹85,000 monthly
0.0005% annually0.0000416% monthly

Thus, the overall economic burden remains substantially unchanged, while the payment frequency changes.


3. Monthly Payment Timeline

Every custodian must pay the monthly fee:

within 15 days from the end of each month.

Example

MonthDue Date
October 202615 November 2026
November 202615 December 2026

4. New Custodians

Custodians receiving registration after 1 October 2026 will:

  • pay proportionate monthly fee for the month in which registration is granted; and
  • thereafter pay the full monthly fee for every month during which registration remains valid.

This ensures equitable treatment by charging only for the relevant portion of the initial month.


5. Existing Custodians – Transitional Arrangement

Custodians already registered before 1 October 2026 must:

  • pay proportionate annual fees for the portion of FY 2026–27 up to the commencement of the amended regime; and
  • thereafter shift to monthly fee payments.

6. Adjustment of Annual Fee Already Paid

Where an existing custodian has already paid annual fees covering a period beyond 1 October 2026, the amount relating to the post-commencement period will be adjusted against future fee liabilities.

Significance

This avoids:

  • double payment,
  • unjust enrichment of the regulator, and
  • administrative disputes regarding refunds.

7. Monthly Reporting of Assets Under Custody

The amendment also changes the reporting requirement.

Instead of furnishing AUC details annually, custodians must now submit Assets Under Custody details every month in the format specified by SEBI. The statement must be certified by the Functional Head of Custody Services regarding its correctness and completeness.


Practical Impact

The amendment is expected to have several operational implications:

Better Regulatory Oversight

Monthly reporting enables SEBI to monitor changes in Assets Under Custody more frequently and detect unusual movements sooner.

Improved Cash Flow

Monthly fee payments spread the financial outflow over the year instead of requiring a single annual payment.

Enhanced Compliance Requirements

Custodians will need to:

  • compute monthly fees accurately,
  • track due dates,
  • prepare monthly AUC statements, and
  • obtain timely internal certification.

System Changes

Custodians may need to update:

  • finance systems,
  • compliance calendars,
  • billing processes,
  • internal controls, and
  • reporting software.

Compliance Action Points

Before 1 October 2026, custodians should:

  • Revise internal compliance calendars to reflect monthly fee obligations.
  • Modify accounting and ERP systems for monthly fee computation and payment.
  • Establish a process for preparing monthly AUC statements.
  • Designate responsible officers for certification and timely submission.
  • Review annual fees already paid and reconcile transitional adjustments.
  • Train finance and compliance teams on the revised framework.

Key Takeaways

  • Effective Date: 1 October 2026.
  • Annual fees are replaced by monthly fees across the regulatory framework.
  • Monthly fee: ₹85,000 or 0.0000416% of Assets Under Custody, whichever is higher.
  • Fees are payable within 15 days after the end of each month.
  • New custodians pay proportionate fees for the month of registration.
  • Existing custodians transition through a proportionate annual fee mechanism with adjustments for fees already paid.
  • Monthly submission of certified AUC details becomes mandatory.

Conclusion

The SEBI (Custodian) (Amendment) Regulations, 2026 represent a procedural modernization rather than a substantive increase in regulatory costs. By replacing annual payments with a monthly fee and reporting regime, SEBI aims to enhance supervisory oversight, improve the timeliness of compliance information, and create a more streamlined fee collection mechanism. While the overall financial liability for custodians remains broadly unchanged, the amendments will require updates to internal systems, compliance workflows, and reporting practices to ensure timely monthly payments and certified disclosure of Assets Under Custody. 

Sunday, 12 July 2026

SEBI (Mutual Funds) (Amendment) Regulations, 2026

 Document: Securities and Exchange Board of India (Mutual Funds) (Amendment) Regulations, 2026

Notification No.: SEBI/LAD-NRO/GN/2026/307
Date of Notification: 3 July 2026
Effective Date: From the date of publication in the Official Gazette.

Executive Summary

The Securities and Exchange Board of India (SEBI) has amended Regulation 42(2) of the SEBI (Mutual Funds) Regulations, 2026 to expressly permit intraday borrowing by mutual fund schemes for the limited purpose of addressing temporary timing mismatches between cash outflows and inflows. Such borrowing is permissible only in accordance with conditions that may be specified by SEBI.

The amendment provides greater operational flexibility to mutual funds while ensuring that borrowing remains a temporary liquidity management tool rather than a source of leverage.


Background

Under the Mutual Funds Regulations, borrowing by mutual fund schemes has traditionally been tightly regulated to ensure that investor money is not exposed to unnecessary financial risks.

Prior to this amendment, the regulations imposed restrictions on borrowing by mutual funds except under specified circumstances. However, practical operational situations often result in temporary mismatches between:

  • Redemption payments to investors (cash outflows), and
  • Receipt of sale proceeds or other inflows into the scheme.

This amendment addresses that operational issue.


Key Amendment

SEBI has substituted Regulation 42(2) with the following provision:

Nothing contained in Regulation 42(1) shall restrict mutual funds from undertaking intraday borrowing to address timing mismatches between the outflows and inflows of a scheme, subject to conditions specified by SEBI.


Purpose of the Amendment

The amendment seeks to:

  • Facilitate smooth day-to-day cash management.
  • Enable timely settlement of redemption obligations.
  • Prevent operational disruptions arising solely due to settlement timing differences.
  • Improve liquidity management without permitting structural borrowing.

Importantly, the amendment does not permit mutual funds to borrow for investment purposes or to enhance portfolio returns.


Practical Implications

1. Improved Liquidity Management

Fund houses can now temporarily bridge cash-flow mismatches occurring within the same trading day.

Example:

  • Investors redeem units in the morning.
  • Securities sold to generate cash settle later in the day.
  • The mutual fund may undertake intraday borrowing until settlement proceeds are received.

This ensures uninterrupted redemption payments.


2. Enhanced Operational Efficiency

Asset Management Companies (AMCs) will be able to manage settlement cycles more efficiently without delaying investor payments.

This is particularly useful where:

  • Large institutional redemptions occur.
  • Settlement cycles create temporary liquidity gaps.
  • Banking cut-off timings affect cash availability.

3. Investor Protection

The amendment strengthens investor confidence because:

  • Redemption proceeds can be paid on time.
  • Operational liquidity issues are less likely to affect investors.
  • Borrowing remains temporary and tightly regulated.

4. No Change in Investment Risk Profile

The amendment does not permit:

  • Long-term borrowing;
  • Leveraged investing;
  • Speculative financing; or
  • Borrowing for portfolio expansion.

The borrowing is solely intended to manage intraday operational cash-flow mismatches.


Regulatory Safeguards

The amendment specifically states that intraday borrowing will be subject to conditions prescribed by SEBI.

This indicates that SEBI retains regulatory oversight regarding matters such as:

  • Eligible borrowing arrangements;
  • Maximum permissible limits;
  • Duration of borrowing;
  • Reporting requirements;
  • Risk management controls; and
  • Compliance obligations.

These conditions are expected to be specified through separate circulars or operational guidelines.


Impact on Stakeholders

Asset Management Companies (AMCs)

  • Greater flexibility in treasury operations.
  • Reduced settlement-related operational risks.
  • Better management of redemption obligations.

Trustees

Trustees will need to ensure that borrowing is undertaken strictly within SEBI's prescribed framework and remains limited to genuine timing mismatches.

Investors

The amendment is beneficial to investors as it promotes:

  • Timely redemption payments;
  • Improved operational efficiency; and
  • Continued regulatory safeguards against excessive borrowing.

Governance and Compliance Considerations

AMCs should consider:

  • Updating internal treasury policies.
  • Revising liquidity management frameworks.
  • Strengthening internal controls around intraday borrowing.
  • Maintaining appropriate documentation evidencing timing mismatches.
  • Ensuring compliance with future SEBI-prescribed conditions.

Key Takeaways

  • SEBI has amended Regulation 42(2) of the Mutual Funds Regulations, 2026.
  • Mutual funds are now expressly permitted to undertake intraday borrowing.
  • Such borrowing is permitted only to address temporary timing mismatches between scheme inflows and outflows.
  • The borrowing remains subject to conditions specified by SEBI.
  • The amendment enhances operational flexibility while maintaining investor protection and prudent risk management.

Conclusion

The amendment represents a pragmatic refinement of India's mutual fund regulatory framework. Rather than relaxing borrowing restrictions generally, SEBI has introduced a narrowly tailored exception that recognises the operational realities of modern fund management. By permitting regulated intraday borrowing to address temporary liquidity mismatches, the amendment is expected to improve settlement efficiency, ensure timely redemption payments, and strengthen the operational resilience of mutual fund schemes without compromising the fundamental principle that mutual funds should remain largely free from leverage. Overall, the change reflects SEBI's continuing emphasis on balancing operational flexibility with robust investor protection and prudent market regulation.

Friday, 10 July 2026

Review of norms for utilization of interest or income from IPF of the Depositories

 Document Title: Review of norms for utilization of interest or income from Investor Protection Fund (IPF) of Depositories

Issuing Authority: Securities and Exchange Board of India (SEBI)
Circular No.: HO/47/14/13(4)2026-MRD-POD3/I/15577/2026
Date: 07 July 2026
Effective Date: 01 September 2026

Executive Summary

This SEBI circular introduces a measured relaxation in the norms governing the utilization of interest or income generated from investments made out of the Investor Protection Fund (IPF) maintained by depositories. Previously, depositories were required to reinvest 100% of such interest or income back into the IPF corpus. The revised framework mandates that at least 95% of the annual interest or income must continue to be credited to the IPF corpus, while permitting up to 5% to be utilized for specified administrative and statutory expenses incurred by the IPF Trust.

The amendment seeks to harmonize the treatment of IPF funds across depositories and stock exchanges while ensuring that the corpus remains substantially protected.


Background

The existing provisions contained in the SEBI Master Circular for Depositories dated 03 December 2024 required that the entire interest or income earned from investments of the IPF be added back to the corpus. Representations from depositories highlighted practical challenges in meeting the operational expenses of the IPF Trust without access to any portion of the investment income.

Following deliberations by the Secondary Market Advisory Committee (SMAC), public consultation and internal review, SEBI has revised the framework.


Key Amendments

1. Revision in Contribution to IPF

The contribution requirements have been modified as follows:

  • Earlier Requirement: 100% of the interest or income earned from IPF investments had to be transferred back to the corpus.
  • Revised Requirement: A minimum of 95% of the annual interest or income shall be credited to the IPF corpus.

2. Permitted Utilization of the Remaining 5%

SEBI now permits depositories to utilize a maximum of 5% of the annual interest or income generated from IPF investments exclusively towards:

  • salaries and expenses relating to dedicated employees of the IPF Trust;
  • statutory audit fees;
  • applicable taxes;
  • Charity Commissioner fees;
  • other legitimate administrative expenses of the IPF Trust.

If such expenses exceed the prescribed 5% limit, the excess must be borne by the depository itself. Furthermore, any unutilized portion of the permitted 5% during the financial year must also be credited back to the IPF corpus.


Regulatory Intent

The circular reflects a balanced regulatory approach aimed at:

  • preserving the financial strength of the Investor Protection Fund;
  • providing operational flexibility to IPF Trusts;
  • establishing consistency between depositories and stock exchanges regarding IPF management;
  • ensuring that investor protection remains the primary objective while facilitating efficient administration.

Practical Implications

For Depositories

Depositories will now be able to recover legitimate administrative costs directly from the investment income of the IPF instead of bearing these expenses entirely from their own resources, subject to the prescribed cap.

For IPF Trusts

The amendment provides a dedicated and predictable funding mechanism for routine operational and statutory expenditures without materially impacting the growth of the IPF corpus.

For Investors

There is no adverse impact on investor protection. Since at least 95% of the investment income continues to augment the IPF corpus, the financial strength of the fund remains substantially intact while improving its operational sustainability.


Compliance Requirements

Before the effective date, Market Infrastructure Institutions (MIIs) are required to:

  • implement the necessary operational systems;
  • amend applicable bye-laws, rules and regulations;
  • disseminate the revised provisions to market participants and investors through their websites.

Effective Date

The revised framework shall come into force on 1 September 2026.


Professional Assessment

This circular represents a pragmatic refinement rather than a substantive policy shift. SEBI has retained the fundamental objective of safeguarding investor interests by ensuring that the overwhelming majority of investment income continues to strengthen the IPF corpus. Simultaneously, it acknowledges the operational realities faced by depositories and IPF Trusts by allowing a limited portion of investment income to fund essential administrative and statutory expenses.

The introduction of a capped utilization mechanism, coupled with the requirement that any excess expenditure be absorbed by the depository and any unutilized amount be returned to the corpus, demonstrates SEBI's emphasis on financial discipline, transparency and prudent governance.

Overall, the amendment is likely to improve the administrative efficiency of Investor Protection Funds while preserving their long-term financial resilience and maintaining robust investor protection standards.

Thursday, 9 July 2026

Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) (Amendment) Regulations, 2026

 Document: Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) (Amendment) Regulations, 2026

Notification No.: SEBI/LAD-NRO/GN/2026/304
Date: 1 July 2026
Effective Date: Date of publication in the Official Gazette (1 July 2026).


Executive Summary

The Securities and Exchange Board of India (SEBI) has notified the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) (Amendment) Regulations, 2026, introducing a series of governance, disclosure and investor protection measures relating to securitised debt instruments and security receipts.

The amendments primarily seek to:

  • strengthen the independence of Special Purpose Distinct Entities (SPDEs);
  • reduce conflicts of interest between originators, trustees and servicers;
  • enhance investor protection;
  • improve transparency in servicing and reporting;
  • introduce additional risk management requirements; and
  • provide greater regulatory flexibility in protecting investors.

Although many of the amendments appear textual, they significantly improve the governance architecture governing securitisation transactions.


Background

The principal regulations were originally notified in 2008 and have undergone periodic amendments to keep pace with developments in India's securitisation market.

The present amendment follows the 2025 amendments and reflects SEBI's continuing effort to align the regulatory framework with evolving market practices and prudential norms.


Detailed Analysis of Key Amendments

1. Restriction on Originator Representation in SPDE

A new proviso has been inserted in Regulation 9(9).

Where the originator is regulated by the Reserve Bank of India, it:

  • cannot have more than one representative on the Board of the Special Purpose Distinct Entity; and
  • such representative cannot possess veto powers.

Practical Significance

This amendment substantially strengthens the independence of the SPDE.

Since the SPDE is intended to function as a bankruptcy-remote vehicle, excessive control by the originator could undermine investor confidence. Limiting board representation and prohibiting veto rights ensures that securitised assets remain insulated from the originator's influence.


2. Restrictions on Acquisition of Assets

Regulation 10(3) has been substituted.

An SPDE is now prohibited from acquiring debt or receivables from an originator where the originator:

  • belongs to the same group as the trustee; or
  • is under common control with the trustee.

Practical Significance

This amendment addresses potential conflicts of interest.

If trustees and originators are related entities, independent oversight of investor interests could be compromised. The amendment therefore reinforces trustee independence.


3. Shift of Regulatory Responsibility from Originator to Servicer

One of the most notable amendments is the replacement of the term "originator" with "servicer" in several provisions.

This change affects Regulations 10A and 11 relating to:

  • servicing obligations;
  • submission of reports;
  • auditor certifications; and
  • ongoing disclosures.

Practical Significance

This amendment recognises commercial reality.

In modern securitisation transactions, post-transfer servicing is often undertaken by a specialised servicer rather than the originator. Accordingly, compliance obligations are now placed upon the entity actually responsible for managing and collecting the receivables.

This should improve accountability and reporting accuracy.


4. Periodic Performance Reporting

Trustees are now required to obtain periodic reports from the servicer, rather than the originator, regarding the performance of the underlying asset pool.

Similarly, audit reports and auditor certificates must also originate from the servicer wherever applicable.

Practical Significance

Investors receive information from the party that is directly managing recoveries and collections, thereby improving the quality and reliability of disclosures.


5. Relaxation under Regulation 19A

Regulation 19A has been amended by:

  • removing the words relating to "track record";
  • expanding the applicable clauses to include clause (a).

Practical Significance

This amendment appears intended to broaden the scope of the proviso and remove unnecessary drafting restrictions, thereby providing greater regulatory flexibility.


6. Additional Ground for Winding-up Schemes

Regulation 20 has been amended to permit winding up where:

"the Board so directs in the interest of investors."

Practical Significance

This significantly strengthens SEBI's supervisory powers.

Previously, winding-up was largely dependent upon events specified within the regulations or investor resolutions. SEBI now has express authority to intervene where investor interests so require.


7. Replacement of Trustee Instead of Automatic Winding-up

Regulation 45 has been substantially modified.

Instead of directing winding-up where a trustee's registration is suspended or cancelled, SEBI may now direct appointment of a new trustee. The accompanying Explanation has also been omitted.

Practical Significance

This is a highly pragmatic amendment.

Rather than disrupting an otherwise healthy securitisation structure due to trustee-related issues, continuity of the transaction can be maintained through trustee replacement.

This reduces market disruption while safeguarding investor interests.


8. Introduction of Concentration Risk Disclosure

Schedule V has been amended by introducing disclosure relating to:

"Concentration risk arising due to single asset securitisation."

Practical Significance

This is a major investor protection measure.

Where securitisation depends heavily upon a single underlying asset, the associated concentration risk becomes significant.

Mandatory disclosure enables investors to better assess:

  • portfolio diversification;
  • default risk;
  • exposure concentration; and
  • expected cash flow stability.

Overall Regulatory Impact

The amendments collectively demonstrate SEBI's emphasis on:

  • stronger governance standards;
  • clearer allocation of responsibilities;
  • enhanced trustee independence;
  • improved disclosure framework;
  • better risk identification; and
  • stronger investor protection mechanisms.

Rather than introducing sweeping structural reforms, the notification focuses on eliminating governance weaknesses that may arise during the life cycle of securitisation transactions.


Stakeholders Affected

The amendments are particularly relevant for:

  • Originators (Banks, NBFCs and Financial Institutions)
  • Servicers
  • Trustees
  • Special Purpose Distinct Entities (SPDEs)
  • Credit Rating Agencies
  • Stock Exchanges
  • Investors in Securitised Debt Instruments
  • Security Receipt Holders

Each stakeholder may need to review existing transaction documents and operational practices to ensure alignment with the amended regulatory requirements.


Compliance Considerations

Entities involved in securitisation transactions should consider:

  • Reviewing board composition of SPDEs to ensure compliance with the new representation limits.
  • Assessing trustee independence from originators.
  • Updating servicing agreements to reflect the enhanced responsibilities of servicers.
  • Revising disclosure and reporting frameworks.
  • Incorporating concentration risk assessments into transaction documentation.
  • Updating internal compliance manuals and standard operating procedures.

Conclusion

The SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) (Amendment) Regulations, 2026 represent an incremental yet meaningful enhancement of India's securitisation regulatory framework. By reinforcing the independence of SPDEs, clarifying the role of servicers, strengthening trustee oversight, expanding SEBI's intervention powers, and mandating disclosure of concentration risk, the amendments are designed to improve transparency, reduce conflicts of interest, and enhance investor confidence in securitisation transactions. These changes are expected to contribute to a more robust and resilient securitisation market while aligning regulatory requirements with evolving market practices and prudent governance standards.

SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2026

  Document Title: Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2026 Notification No...