Notification F. No. SEBI/LAD-NRO/GN/2025/282, Dated: 03.12.2025

1. Overview

The Securities and Exchange Board of India (SEBI) has notified amendments to the SEBI (Merchant Bankers) Regulations, 1992, introducing changes to the definition of a principal officer and revising the categorisation framework for registration of merchant bankers.

2. Revised Definition of Principal Officer

The amended regulations now prescribe a higher professional benchmark and responsibility framework for principal officers of merchant banking entities.

2.1 Key Changes

• A principal officer must have a minimum of five years’ experience in the securities market or financial sector.
• The officer must be responsible for core decision-making relating to the merchant banker’s activities, compliance obligations, and business operations.

2.2 Regulatory Significance

The revision aims to:

• Strengthen the governance and accountability structure within merchant banking organisations
• Ensure that key regulatory, due diligence, valuation, and disclosure responsibilities are handled by professionals with adequate experience and decision-making authority
• Enhance investor protection and market integrity through experienced leadership

3. Replacement of Regulation 3 – Revised Categories for Registration

SEBI has replaced the existing Regulation 3, which deals with the categories under which merchant bankers may seek registration.

3.1 New Registration Categories

Merchant bankers can now apply for registration under only two categories:

Category I

• Can carry out all activities permitted under the merchant banking regulations
• Includes managing public issues on the main board, underwriting, advisory services, portfolio management, and other approved functions

Category II

• Can carry out all permitted activities except managing public issues on the main board
• May still undertake issue management for SME platforms, advisory mandates, due diligence, underwriting, valuations, and other permissible roles

3.2 Implications

• The earlier multi-tier or differentiated framework has now been streamlined
• Merchant bankers must clearly align their business scope with either full-scope (Category I) or restricted-scope (Category II) operations
• The change simplifies regulatory classification and ensures consistency in market supervision

4. Regulatory Intent

The amendments aim to:

• Improve standardisation, governance, and quality of merchant banking practices
• Ensure experienced stewardship over key public market activities
• Reduce ambiguity between business categories and strengthen risk and responsibility mapping
• Enhance accountability and compliance discipline in capital markets

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PR No. 80/2025; Dated: 05.12.2025

1. Appointment Overview

Shri Sandip Pradhan has officially taken charge as a Whole-Time Member (WTM) of the Securities and Exchange Board of India (SEBI). His appointment strengthens SEBI’s senior leadership bench, which plays a critical role in regulatory policy, market supervision, and investor protection.

2. Departmental Responsibilities

In his new role, Shri Pradhan will oversee a diverse portfolio of departments that are central to securities market regulation and capacity building. His functional charge includes the following SEBI divisions:

• Market Intermediaries Regulation and Supervision Department (MIRSD) – Responsible for policy formulation, registration, and ongoing supervision of regulated intermediaries such as brokers, registrars, debenture trustees, research analysts, investment advisers, and custodians.
• Alternative Investment Funds (AIF) and Foreign Portfolio Investors (FPI) Department – Handles oversight of AIFs, FPIs, venture capital funds, hedge funds, private equity vehicles, and global portfolio investment flows.
• Information Technology Department – Manages SEBI’s technology platforms, market data infrastructure, cyber-governance frameworks, and digital regulatory systems.
• Office of Investor Assistance and Education (OIAE) – Focuses on investor grievance redressal, financial literacy initiatives, and dispute closure mechanisms.

• National Institute of Securities Markets (NISM) – SEBI’s capacity-building and certification institution, responsible for training, academic programmes, and policy research in securities markets.

3. Prior Professional Experience

Before taking charge at SEBI, Shri Pradhan served as the Director General of Income Tax (Investigation), Pune, where he managed high-stakes tax enforcement, intelligence, and investigative operations. His long-standing experience in tax administration brings strong regulatory, compliance, and supervisory capabilities to SEBI.

4. Strategic Significance

With financial markets witnessing rapid institutionalisation, higher foreign investment participation, and growing digital intermediation, Shri Pradhan’s cross-sector enforcement background is expected to:

• Strengthen intermediary supervision and compliance discipline
• Enhance governance systems for AIFs and FPIs
• Improve investor grievance redressal and education frameworks
• Support technology-led market oversight and cyber resilience

His appointment contributes to SEBI’s continued effort to bolster market integrity, investor protection, and regulatory predictability.

Click Here To Read The Full Press Release

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Notification No. RBI/DOR/2025-26/135DOR.RAUG.AUT.REC.No.342/24.01.041/2025-26, Dated: 05.12.2025

1. Regulatory Background

The Reserve Bank of India (RBI) has issued the 2025 Directions to amend the earlier Commercial Banks – Undertaking of Financial Services Directions notified on November 28, 2025. These amendments fine-tune the supervisory expectations for commercial banks and their group structures, particularly in relation to non-banking business entities.

2. Applicability

The amended Directions now extend regulatory coverage to all NBFCs, including:

• Non-Banking Financial Companies (NBFCs)
• Housing Finance Companies (HFCs)
• Other group entities of commercial banks operating in India

This ensures a uniform prudential discipline across financial groups where banks have ownership, control, or strategic exposure.

3. Effective Date

The amended Directions are effective from December 05, 2025.

Commercial banks and their financial group structures must align their internal compliance framework, reporting standards, capital exposure rules, and governance norms with the revised regulatory expectations from this date.

4. Regulatory Intent and Significance

The amendments aim to:

• Enhance group-level prudential supervision
• Create a harmonised regulatory perimeter for entities under a banking group
• Reduce risks arising from non-core or non-bank financial activities undertaken within the group
• Strengthen governance, ring-fencing, and capital protection mechanisms

The RBI’s updated framework reflects a consolidated supervisory approach, ensuring that financial groups led by banks do not create regulatory blind spots through subsidiaries, associates, or non-banking entities.

5. Compliance Considerations

Commercial banks should:

• Review ownership and exposure structures relating to NBFCs and HFCs within the group
• Ensure clear segregation between banking operations and risk-bearing non-core financial activities
• Update internal risk management, monitoring, and governance systems
• Align group-wide reporting and disclosures with revised RBI standards

Failure to comply may invite group-level corrective actions, tighter supervisory scrutiny, or restrictions on business expansion.

Click Here To Read The Full Notification

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Notification no. F. No. SEBI/LAD-NRO/GN/2025/283; Dated: 03.12.2025

1. Regulatory Background

The Securities and Exchange Board of India (SEBI) has notified the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025, updating the valuation and compliance framework applicable to takeover transactions, including open offers. The amendments enhance transparency in pricing, improve investor confidence, and ensure independent valuation where acquisition consideration or traded volume creates pricing ambiguity.

2. Independent Valuation of Infrequently Traded Shares

Under the amended norms, SEBI may require a valuation of infrequently traded shares if:

• The shares being acquired or transferred do not meet liquidity benchmarks, and
• Market prices may not accurately reflect fair value due to limited or sporadic trading activity

Key Provision

• SEBI may direct valuation at the expense of the acquirer
• The valuation must be carried out by an independent registered valuer

This mechanism protects minority shareholders and ensures that offer prices are fair, transparent, and not distorted by low trading volumes.

3. Valuation of Listed Securities Offered as Consideration

Where the acquirer offers listed securities instead of cash as consideration for the acquisition or open offer:

• The value of such securities must be certified by an independent registered valuer
• Certification ensures that the market price reflects genuine fair value, free from anomalies caused by manipulation, temporary volatility, or low float

This provision ensures equitable pricing regardless of the form of consideration.

4. Definition of Valuer Introduced Under Regulation 2

To standardise qualification, accountability, and independence criteria, SEBI has inserted a definition of “valuer” under Regulation 2.

Regulatory Significance

• Confirms that valuations required under the Takeover Regulations must be undertaken by an independent registered valuer
• Reinforces credibility, transparency, and governance standards in pricing methodologies used in takeover transactions

5. Regulatory Intent

The amendments strengthen:

• Price discovery and fairness for minority shareholders
• Disclosure discipline and valuation integrity
• Investor protection in complex or non-cash acquisition structures
• Governance expectations for acquirers structuring open offers, mergers, strategic stake purchases, or indirect acquisitions

They also align the Takeover Regulations with evolving corporate valuation norms and the registered valuer framework under Indian law.

Click Here To Read The Full Notification

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Notification No. RBI/DOR/202526/138DOR.RAUG.AUT.REC.No.343/24.01.041/2025-26; dated: 05.12.2025

1. Regulatory Background

The Reserve Bank of India (RBI) has released the 2025 Directions on “NBFCs – Undertaking of Financial Services”, replacing the earlier RBI (NBFC–Undertaking of Financial Services) Master Directions, 2025, which were issued on November 28, 2025. The revised framework is part of RBI’s broader harmonisation exercise aimed at strengthening prudential supervision, governance, and group-level risk management.

2. Effective Date

The new Directions will come into force from December 5, 2025. All entities falling within the scope of this framework must comply with updated norms from this date onward.

3. Applicability

The 2025 Directions shall apply to:

• Non-Banking Financial Companies (NBFCs)
• Housing Finance Companies (HFCs) governed under RBI supervision
• Any NBFC that is a group entity of a Scheduled Commercial Bank

Such NBFCs must ensure compliance with all relevant prudential, operational, and governance provisions prescribed under the updated Directions, without exception.

4. Key Regulatory Focus

The revised Directions aim to:

• Strengthen group-level supervision and risk containment
• Ensure that NBFCs owned or controlled by Scheduled Commercial Banks do not undertake unregulated or non-core financial service activities without adequate oversight
• Improve capital discipline, exposure management, and governance clarity across financial conglomerates
• Provide a uniform regulatory perimeter for entities operating within banking-led financial groups

5. Compliance Considerations

NBFCs falling under a banking group must:

• Review their business models, structures, and exposures to ensure alignment with the new Directions
• Strengthen internal risk management frameworks, governance standards, and reporting systems
• Ensure clear operational segregation between core bank activities and NBFC-related business
• Align group-wide compliance manuals, SOPs, exposure policies, and disclosures with updated requirements

Non-compliance may attract enhanced supervisory scrutiny, restrictions on business operations, or corrective regulatory measures.

Click Here To Read The Full Notification

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DOR.RAUG.AUT.REC.No.344/24.01.041/2025-26; Dated: 05.12.2025

1. Effective Date

The Reserve Bank of India (RBI) has released its 2025 Directions on Non-Operative Financial Holding Companies (NOFHCs). The revised framework becomes effective from December 5, 2025 and applies to banking-led financial group structures operating under the NOFHC model.

2. Segregation of Core and Specialised Financial Activities

The Directions reiterate a clear functional segregation between regulated banking business and other specialised financial services within a financial group.

2.1 Core Banking Activities

• All core banking activities permitted under the Banking Regulation Act, 1949 must be conducted exclusively by the bank itself.
• NOFHCs are not permitted to directly carry out banking functions.

2.2 Specialised Financial Activities

For all specialised activities—including:

• Mutual funds
• Insurance
• Pension fund administration
• Portfolio management services
• Brokerage and trading services

the Directions mandate that these must be undertaken only through:

• Subsidiaries
• Joint ventures
• Associates

This ensures proper ring-fencing of risks and regulatory clarity between banking business and market-facing financial services.

3. Board Approval and Intimation Requirement

Where a NOFHC or its banking group proposes to undertake any of the above specialised activities:

• Board approval must be obtained first
• NOFHCs must inform the RBI within 15 days from the date of such board approval

This requirement enables transparent regulatory reporting and ongoing supervisory visibility.

4. Prior RBI Approval for Other Activities

For any activity outside the list of permitted specialised services, the Directions mandate:

• Prior written approval of RBI is compulsory
• This ensures that NOFHCs do not initiate new or non-core business lines without supervisory vetting or prudential risk evaluation

5. Regulatory Intent

The 2025 Directions reinforce several key supervisory objectives:

• Strict functional segregation between banks and their market-facing group entities
• Group-level risk containment, especially where non-core activities pose reputational, compliance, credit, or market risks
• Transparent group structuring and governance standards
• Prevention of unregulated expansion of activities without RBI’s evaluation
• Alignment of NOFHC structures with prudential, ownership, and capital protection frameworks

6. Compliance Considerations for NOFHCs

Entities under the NOFHC model must:

• Map existing and proposed activities to confirm whether they fall under banking business or specialised financial services
• Ensure board processes, governance notes, and compliance manuals reflect:

1. 1. Subsidiary or JV structuring for specialised activities
   2. 15-day reporting timelines to RBI
   3. Prior approval protocols for unlisted or new activities

• Strengthen group-level risk management, reporting, and disclosure frameworks
• Avoid direct execution of specialised activities at the bank level

Non-compliance may invite prudential restrictions, supervisory directions, or enforcement action.

Click Here To Read The Full Update

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Notification F. No. IFSCA-PMTS/9/2023-Precious Metals, Dated: 03.12.2025

1. Overview of the Renewal

The International Financial Services Centres Authority (IFSCA) has granted a renewal of recognition to India International Bullion Exchange IFSC Limited (IIBX) as:

• A Bullion Exchange, and
• A Bullion Clearing Corporation

The renewed recognition will remain valid for a period of three years, starting from December 9, 2025 and ending on December 8, 2028.

2. Legal and Regulatory Basis

The renewal has been issued:

• Under the provisions of the IFSCA Act, and
• The Securities Contracts (Regulation) Act (SCRA)

This confirms IIBX’s continued eligibility to operate and clear bullion-related transactions at the GIFT IFSC, India’s international financial services jurisdiction.

3. Conditions of Recognition

The recognition is subject to compliance with:

• Regulatory conditions, operational standards, and supervisory requirements prescribed by the Authority
• Ongoing governance, risk management, reporting, technology, and financial adequacy norms
• Any additional compliance conditions, directions, or circulars that may be issued by IFSCA during the tenure of recognition

4. Significance of the Renewal

The renewal reinforces:

• The institutional continuity of India’s first international bullion exchange platform
• A formal clearing mechanism for bullion settlement and custody
• Greater regulatory predictability for market participants, clearing members, banks, and IFSC entities

It also supports the broader policy vision for GIFT IFSC—to deepen India’s role in international precious metals trade, offer transparent price discovery, and promote efficient settlement architecture.

Click Here To Read The Full Notification

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Notification F. No. SEBI/LAD-NRO/GN/2025/281, Dated: 03.12.2025

1. Regulatory Background

The Securities and Exchange Board of India (SEBI) has notified the Substitution of Registered Post with Speed Post (Amendment) Regulations, 2025. These amendments harmonise communication modes across multiple SEBI regulatory frameworks to ensure faster, trackable, and more efficient document delivery.

The changes take effect from the date of publication in the Official Gazette.

2. Scope of Amendments

The amendment regulations update the following existing SEBI regulations:

1. Collective Investment Schemes Regulations, 1999
2. Prohibition of Fraudulent and Unfair Trade Practices (PFUTP) Regulations, 2003
3. Intermediaries Regulations, 2008
4. Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018

Each regulation now replaces earlier references to “Registered Post” with:

“Speed Post with Registration or with Acknowledgment Due”

3. Rationale

The substitution aims to:

• Modernise regulatory communication requirements
• Enable faster delivery and traceability
• Maintain proof of dispatch, receipt, and acknowledgement
• Align regulatory correspondence with India Post’s contemporary postal services
• Reduce operational delays caused by legacy terminology referencing Registered Post

4. Operational Implication

For all regulatory purposes—from notices, communication, service of orders, or statutory filings—entities governed under the above SEBI regulations must now ensure:

• Use of Speed Post (Registered/Acknowledged) in place of Registered Post
• Maintenance of acknowledgement records as statutory evidence
• Alignment of internal SOPs and compliance manuals to reflect updated service modes

5. Effective Date

The amendment is immediately operational from the date of its notification in the Official Gazette, and no transitional window is contemplated.

Click Here To Read The Full Notification

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Press Release: 2025-2026/1628; Dated: 04.12.2025

1. Introduction

The Reserve Bank of India (RBI) has issued revised Gold Metal Loan (GML) Directions, marking a significant update to the regulatory framework governing gold-related lending activities in the banking sector. The move aims to streamline processes, remove inconsistencies, and promote uniform practices across banks offering gold metal loans to manufacturers, exporters, and jewellery businesses.

2. Objectives Behind the Revamp

The revamped Directions are intended to simplify compliance requirements, enhance operational clarity, and reduce ambiguity associated with earlier guidelines. With the growing relevance of GMLs in supporting the jewellery and export sectors, RBI’s revision seeks to ensure that lending practices are better aligned with current market realities, risk management standards, and evolving industry needs.

3. Key Changes Introduced in the Updated Framework

The new Directions provide clearer definitions, harmonised procedures, and improved monitoring mechanisms for GML operations. RBI has standardised eligibility norms, collateral rules, repayment structures, and end-use guidelines to ensure consistency across the banking system. Additionally, the updated norms emphasise stronger risk assessment, transparent pricing practices, and better reporting to prevent misuse or mismanagement of gold-backed credit facilities.

4. Impact on Banks and Borrowers

Banks will benefit from a more structured and uniform regulatory framework, enabling smoother implementation and reduced compliance-related confusion. For borrowers — including jewellery manufacturers, exporters, and bullion users — the revamp is expected to result in clearer terms, improved loan accessibility, and more predictable lending processes. The revised norms also enhance transparency, strengthening trust between banks and gold-sector borrowers.

5. Conclusion

RBI’s revamp of the Gold Metal Loan Directions represents a proactive step toward modernising gold-lending regulations and supporting a key segment of India’s economy. By streamlining guidelines and promoting uniform practices, the central bank aims to strengthen risk management while facilitating growth for businesses reliant on gold as working capital. The updated framework positions the sector for smoother, more compliant, and more efficient lending operations in the years ahead.

Click Here To Read The Full Press Release 

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Notification No. RBI/DOR/2025-26/120, Dated: 04.12.2025

1. Introduction

The Reserve Bank of India (RBI) has officially notified the Urban Co-operative Banks (UCBs) Licensing, Scheduling and Regulatory Classification Guidelines, introducing a new unified framework to streamline the regulation and categorisation of UCBs across the country. The guidelines aim to strengthen governance, improve financial stability, and enhance operational consistency within the co-operative banking ecosystem.

2. Purpose Behind the New Guidelines

The updated framework seeks to simplify long-standing regulatory complexities and align UCB operations with evolving banking standards. By consolidating licensing, scheduling, and classification rules under a single set of guidelines, RBI intends to ensure greater transparency, predictability, and uniformity. This move is expected to provide clarity to existing UCBs and create a smoother pathway for new applicants entering the sector.

3. Key Provisions of the New Framework

The guidelines detail the criteria for obtaining a banking license, the conditions for getting “scheduled” status, and the parameters for classifying UCBs based on their financial strength and operational scale. RBI has introduced clearer benchmarks for capital adequacy, asset quality, management capability, and technological preparedness. The new rules also establish a structured approach to supervisory oversight, ensuring stronger compliance and risk management.

4. Impact on UCBs and the Co-operative Banking Sector

Urban Co-operative Banks are expected to benefit from improved clarity and reduced regulatory ambiguity. The streamlined guidelines will help UCBs strengthen governance, adopt better technology, and expand responsibly. For the sector as a whole, the framework signals RBI’s focus on making UCBs more resilient, transparent, and better aligned with mainstream commercial banking practices—ultimately improving customer trust and sectoral stability.

5. Conclusion

RBI’s introduction of the UCB Licensing, Scheduling and Regulatory Classification Guidelines marks a pivotal step in modernising the co-operative banking landscape. By defining clear standards and strengthening oversight mechanisms, the central bank aims to promote safer, more efficient, and more accountable UCB operations. These reforms are expected to improve the long-term sustainability of UCBs and contribute meaningfully to India’s financial inclusion and urban credit growth.

Click Here To Read The Full Notification 

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