RBI

Changing Face of Regulators

Summary: There is an unmistakable change in India’s regulatory architecture. Traditional heavyweight institutional regulators are gradually introducing measures to move away from a rigid enforcement system to a more trust-based framework. Enforcement actions of two key regulators – the Securities and Exchange Board of India (SEBI) and the Reserve bank of India (RBI) appear to be softening. The finance ministry’s move towards deregulation was also evident in Budget 2025, where the formation of a committee to overhaul non-financial sector regulations was announced. The intention behind this announcement was to shed regulatory load and nurture an environment where enterprises can thrive.  Simultaneously, newer watchdogs and their enforcement instincts are emerging as powerful force. They are turning out to be more assertive, which thwarts the effort to balance systemic resilience with enterprise growth.

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Analysis of RBI Co-Lending Arrangements Directions, 2025

Summary: The Reserve Bank of India (RBI) has issued the Co-Lending Arrangements Directions, 2025, establishing a comprehensive regulatory framework for co-lending partnerships between regulated entities (REs). This framework significantly expands the scope beyond priority sector lending to cover all lending activities, while introducing key operational requirements, including a minimum 10% retention by each RE, mandatory transfer within 15 calendar days, blended interest rate calculations, and enhanced disclosure norms. The directions also introduce provisions for Default Loss Guarantee (DLG) up to 5% and unified borrower-level asset classification across partner REs, marking a substantial evolution from the previous 2020 framework.

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RBI NOTIFIES RESTRICTIONS ON INVESTMENTS BY REGULATED ENTITIES IN AIFS

Summary: In a decisive move to recalibrate institutional investments and fortify the financial ecosystem, the Reserve Bank of India (RBI) has released the RBI (Investment in AIF) Directions, 2025. These comprehensive guidelines overhaul the existing framework governing how regulated entities (REs) such as banks, NBFCs, and other financial institutions allocate capital to Alternative Investment Funds (AIFs). With stricter exposure caps, mandatory provisioning requirements, and sharper focus on investment-linked risk, the Directions signal a more cautious regulatory stance—aimed at mitigating systemic vulnerabilities and curbing potential misuse of AIF structures. This blog unpacks the key provisions, their far-reaching implications, and the strategic shifts mandated for REs.

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FIG Paper No 49: IFSC, GIFT City: A New Legal Frontier for Cross-Border Payments

Summary: This article is crucial for legal, fintech, and business leaders as it unveils how the IFSCA PSP License at IFSC, GIFT City empowers cross-border payment service providers to operate globally from within India. By offering a unified regulatory framework, tax incentives, and foreign exchange flexibility, it positions IFSC as a strategic hub for building scalable, efficient, and globally aligned payment infrastructures.

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FIG Paper no. 48: Change in Control & Learnings in FIG space

Mergers and acquisitions (M&A) in the banking, financial services, and insurance (BFSI) sector constituted approximately 10% of all M&A activity in India in 2024, exceeding USD 12.1 billion[1] in value, making it the second highest among all sectors. Infrastructure and BFSI are expected to continue driving M&A deal activity in India. Recently, India is seeing several large M&A transactions involving complex structuring, regulatory approvals on account of change in control, bespoke due diligence and documentation considerations and nuanced approach to regulatory interface before and after deal signing to obviate deal failure risks. Basis our recent experience, and change in control provisions applicable to banks, non-banks, payment system operators (PSOs), mutual funds and insurance players, this paper provides an overview of the specific deal and change in control linked regulatory approvals and learnings / considerations relevant from a transaction structuring and deal execution perspective, across each of the BFSI verticals.

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FIG Paper No. 47 (VDA Series 6) – Exploring Synergies between Traditional Finance and Decentralised Finance for India

Introduction

A decade after the emergence of cryptocurrencies, regulatory outlooks from the traditional finance sector (“TradFi”) toward banking activities in the digital assets sector (“DeFi”) have evolved significantly. This shift signifies growing institutional acceptance of digital assets as legitimate financial instruments.

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The Ghost in the Machine?: The Recent “Business Requirement Document” on Consent

Corporate India, eagerly awaiting the final version of the Draft Digital Personal Data Protection Rules, 2025[1] (“Draft Rules”), under the Digital Personal Data Protection Act, 2023[2] (“DPDPA”), was recently jolted by a Business Requirements Document for Consent Management under the DPDPA (“BRD”)[3] discreetly issued by the National e-Governance Division of the Ministry of Electronics and Technology (“MeitY”).

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Introduction:

Technology has fundamentally transformed the financial services industry, with many contemporary financial institutions (“FI”) adopting a digital-first or exclusively online business model. With third-party technology service providers handling critical functions for FIs, as outsourced partners, regulators such as the Reserve Bank of India (“RBI”), Securities and Exchange Board of India (“SEBI”) and the Insurance Regulatory and Development Authority of India (“IRDAI”) have issued their respective guidelines on outsourcing/ adoption of cloud services.[i] Additionally, FIs are also required to comply with general data protection laws.[ii]

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Enforcement actions by IFSCA: Upholding of regulatory standards in IFSC, GIFT City

The International Financial Services Centres Authority (“IFSCA”) is the unified regulator of India’s maiden International Financial Services Centre (“IFSC”) at Gujarat International Finance Tec-City (“GIFT City”). Uniquely positioned both as a developer the regulator for the IFSC jurisdiction, the IFSCA is tasked with fostering a robust financial ecosystem, regulating financial products, financial services, and financial institutions while promoting ease of doing business. A critical aspect of its objective is enforcing compliance requirements and ensuring that IFSC, GIFT City, maintains its status as a jurisdiction of “substance”, with its regulatory standards on par with other global centres.

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Compounding Under FEMA: What Has Changed Post 2025 Amendments

Introduction

The compounding mechanism under Section 15[1] of the Foreign Exchange Management Act, 1999 (“FEMA”), allows individuals and companies to voluntarily admit breach of FEMA provisions and pay a penalty to regularise their contraventions without undergoing lengthy enforcement actions. In continuation of our earlier analysis of the Foreign Exchange (Compounding Proceedings) Rules, 2024[2] (“Compounding Rules”), read with Master Directions on Compounding of Contravention under the FEMA[3] (“Compounding Directions”), notified last year, we now examine the latest amendments to the compounding mechanism under the Compounding Directions. The Reserve Bank of India (“RBI”), through A.P. (DIR Series) Circulars notified on April 22, 2025, and April 24, 2025[4] (“April Amendments”), respectively has further amended the Compounding Directions. These amendments were preceded by a press release dated April 11, 2025[5], where the RBI mandated all banks, financial companies, and other regulated entities to submit their regulatory authorisations/ licenses/ approvals exclusively through the PRAVAAH online portal on and from May 1, 2025, onwards.

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