SEBI Updates
Review of provisions related to International Securities Identification Number (ISIN) for debt securities issued on private placement basis
The Securities and Exchange Board of India (SEBI) has revised the provisions governing the maximum number of International Securities Identification Numbers (ISINs) for debt securities issued on a private placement basis under Chapter VIII of the SEBI Master Circular dated October 15, 2025. The revision, introduced in response to market feedback, seeks to facilitate greater flexibility in fund raising and asset-liability management by issuers. Accordingly, the permissible limit has been increased to 17 ISINs maturing in a financial year, comprising up to 12 ISINs for plain vanilla debt securities and five ISINs for structured debt securities, market-linked debt securities, floating rate bonds, zero coupon bonds and Tier II debt instruments. The limit for plain vanilla debt securities may be further enhanced by one additional ISIN for every incremental ₹3,000 crore of outstanding amounts once the aggregate amount across the initial 12 ISINs reaches ₹15,000 crore. Further, issuers exclusively issuing structured or other specified debt instruments will be permitted up to 12 ISINs maturing in a financial year. An additional six ISINs will be available for Section 54EC capital gains tax debt securities issued by authorized issuers.
The revised framework also provides that ISINs relating to Government of India-serviced or Extra Budgetary Resources (EBR) bonds and Environment, Social and Governance (ESG) debt securities will be excluded while computing the prescribed ISIN limits. Existing outstanding ISINs relating to floating rate bonds, zero coupon bonds and Tier II instruments will be grandfathered, subject to specified restrictions where the existing number of such ISINs already meets or exceeds the prescribed category-wise limit. The amendments have come into immediate effect, with stock exchanges and depositories required to undertake the necessary regulatory and system-level changes and monitor compliance by issuers. Overall, the revision is expected to provide issuers with enhanced flexibility in structuring debt issuances and managing maturity profiles, while retaining regulatory oversight over the proliferation of ISINs.
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Exemption from the requirement of mandatory merchant banker appointment for debt issued through private placement by certain listed issuers
The Securities and Exchange Board of India (SEBI) has relaxed the mandatory requirement for appointment of a merchant banker in respect of privately placed debt securities and non-convertible redeemable preference shares with a face value of ₹10,000, with a view to ease debt fundraising and improve retail investor access to highly rated securities. Under the revised provisions of Chapter V of the SEBI Master Circular dated October 15, 2025, eligible issuers may dispense with the appointment of a merchant banker, subject to fulfilment of specified conditions. To qualify for the exemption, the issuer must be registered with or regulated by an Indian financial sector regulator, namely SEBI, RBI, IRDAI or PFRDA, and must have been listed on a recognized stock exchange for at least one year, without any pending fines or penalties for non-compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the issuer must not have defaulted on any redemption, repayment or interest/dividend payment obligations relating to its debt instruments, commercial papers, deposits or loans during the preceding three financial years and the current financial year, as certified by its statutory auditor.
Additionally, the privately placed debt securities must be unsubordinated (senior) and secured by a first or pari passu charge over identifiable assets of the issuer, and carry a credit rating of at least AA- at the time of issuance, with the lowest rating being considered where multiple ratings exist. However, Central Public Sector Enterprises (CPSEs), Public Sector Undertakings (PSUs) and statutory bodies are permitted to issue such securities on either a secured or unsecured basis. Stock exchanges are required to prescribe appropriate operational requirements, including disclosure formats and submission requirements, to facilitate implementation of the exemption. The revised provisions have come into immediate effect, while all other existing requirements under Chapter V remain unchanged.
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Introduction of Credit Risk-o-Meter as an additional disclosure mechanism for debt securities
The Securities and Exchange Board of India (SEBI) has mandated the introduction of a color-coded ‘Credit Risk-o-Meter’ to enhance transparency and assist investors in assessing the credit risk associated with debt securities before making investment decisions. The disclosure will be mandatory in offer documents, abridged prospectuses, private placement memorandums, advertisements issued by issuers and Online Bond Platform Providers (OBPPs), as well as on the web and mobile platforms of OBPPs. The prescribed framework seeks to provide investors with a simplified visual representation of credit risk, enabling more informed investment decisions. Accordingly, SEBI has introduced a new Chapter II-C, titled “Disclosure of Credit Risk-o-Meter for Debt Securities”, in the SEBI Master Circular for Issue and Listing of Non-Convertible Securities dated October 15, 2025. Further, Clause 14 has been added to Annexure-XXIB under Chapter XXI, incorporating the Credit Risk-o-Meter as a minimum disclosure requirement for each security offered through an online bond platform.
The circular will come into effect 45 days from its date of issuance, providing market participants time to implement the necessary changes. Stock exchanges and depositories have been directed to establish appropriate systems and processes, make consequential amendments to their respective bye-laws, rules and regulations, and disseminate the revised requirements to existing and prospective debt issuers. The measure is expected to strengthen investor awareness, improve comparability of credit risk disclosures and promote greater transparency in the debt securities market.
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RBI Updates
Delegation of Compounding of certain Contraventions under FEMA, 1999 to Regional Offices of the Reserve Bank
The Reserve Bank of India (RBI) has delegated the authority to compound certain contraventions under the Foreign Exchange Management Act, 1999 (FEMA) relating to Overseas Investment, Borrowing and Lending, and Guarantees transactions to select Regional Offices, with a view to improving customer service and streamlining the compounding process. Accordingly, applications concerning Overseas Investment transactions must be submitted to the designated Regional Office based on the prefix of the Unique Identification Number (UIN) allotted to the relevant foreign entity, joint venture or wholly owned subsidiary. Where no UIN has been allotted, applications must continue to be filed with the Cell for Effective Implementation of FEMA (CEFA) at the RBI’s Central Office in Mumbai.
| Sr. No | Regional Office | Prefix of the UIN |
| 1 | Ahmedabad | AH |
| 2 | Bengaluru | BG |
| 3 | Mumbai | BL or BY or PJ |
| 4 | Kolkata | BN or CA or GA or GH |
| 5 | New Delhi | CG or JM or JR or KA or ND or PT or WR |
| 6 | Hyderabad | HY |
| 7 | Chennai | KO or MA |
For contraventions relating to Borrowing and Lending, and Guarantees transactions, applications must be submitted to the RBI Regional Office having jurisdiction over the registered office of the Indian company or entity concerned, or its place of domicile, as applicable. However, applications involving lending or guarantees extended to a foreign entity in which the applicant has made an Overseas Direct Investment (ODI) must follow the Overseas Investment filing requirements. Cases involving multiple categories of contraventions governed by different regulatory frameworks and falling under the jurisdiction of different offices must be submitted to CEFA at the RBI Central Office. The RBI has accordingly provided for amendments to its Master Directions on Compounding of Contraventions under FEMA, 1999, dated April 22, 2025, and advised Authorized Dealer Category-I banks and other Authorized Persons to communicate the revised requirements to their constituents.
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MCA Updates
Relaxation of additional fees and extension of time for filing of financial statements and Annual Returns under the Companies Act, 2013- reg.
The Ministry of Corporate Affairs (MCA) has extended the due dates for filing annual statutory forms under the Companies Act, 2013, for the financial year 2025–26, in response to representations from various stakeholders seeking additional time to complete their compliance requirements. Companies have been permitted to file financial statements through e-Forms AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS) up to December 31, 2026, and annual returns through e-Forms MGT-7 and MGT-7A up to January 31, 2027, without payment of additional fees.
The MCA has clarified that this relaxation applies only to the filing of the specified statutory forms and does not extend the statutory timelines for holding Annual General Meetings (AGMs). Companies that fail to convene AGMs within the prescribed timelines will remain liable for consequences under the relevant provisions of the Act. Further, filings made after the extended deadlines will attract applicable filing fees and additional fees, calculated from the original statutory due dates in accordance with the Companies (Registration Offices and Fees) Rules, 2014.
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Relaxation of additional fees and extension of time for filing of CRA-4 (Cost Audit Report in XBRL Format)
The Ministry of Corporate Affairs (MCA), considering representations from various stakeholders, has granted a relaxation in the filing deadline for the Cost Audit Report for the financial year 2025–26. Accordingly, companies required to file Form CRA-4 (Cost Audit Report in XBRL format) will be permitted to complete the filing on or before December 31, 2026, without payment of additional fees. regulatory updates
The MCA has clarified that any filing made after the extended deadline will attract applicable filing fees, including additional fees, in accordance with the Companies (Registration Offices and Fees) Rules, 2014, calculated from the original due date prescribed under Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014. The relaxation has been issued with the approval of the competent authority.
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GST Updates
The 57th GST Council meeting held on 8 October 2026 recommended major process reforms primarily aimed at ease of doing business and streamlining compliance:
- Consequent to this, CBIC issued 8 GST Circulars dated 26.10.2026 (Circular # 257 to 265 all Dt.28-10-2026 – (https://taxinformation.cbic.gov.in/view-pdf/1003358/ENG/Circulars)) & Two Important Notifications 04/2026 & 05/2026 – Central Tax, dated 26.10.2026 (https://taxinformation.cbic.gov.in/view-pdf/1010782/ENG/Notifications) with different implementation timelines
giving effect to the recommendations of the 57th GST Council Meeting on various issues governing the Registrations, Cancellation , Refunds, Pre-deposits, Adjudication proceedings, ITC, Export of Goods & Services, ISD , e.Invoicing for RCM ,changes in GST Returns etc.,
This will facilitate:
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- Simpler Registration
- Faster Refunds
- Wider ITC Relief
- Automated Compliance
- Ease of Doing Business
- Major changes have been introduced in GSTR 09 which needs to be filed for FY 2025-26 under the table 4, 8A,17,6 & 7
- CBIC Circular No. 266/12/2026-GST Dt.28-10-2026 (https://taxinformation.cbic.gov.in/view-pdf/1003358/ENG/Circulars) gave 6 Major GST Clarifications
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- R&D Services: GST exemption on eligible grant-funded research through self-certification.
- Shipping Services: Exemption from 1 November 2026; past-period regularization.
- Vehicle Leasing: Registration, insurance, FASTag and ancillary recoveries included in taxable value.
- TRAI: Not considered “Government” under GST law.
- Banking FTP: Notional interest qualifies for GST exemption.
- NBFC Co-Lending: Services provided to banks are taxable on contractual consideration.
Income Tax Updates
1. India–Mauritius Double Taxation Avoidance Agreement – Notification of Amending Protocol
The Ministry of Finance, vide Notification No. 135/2026 dated 13 October 2026, has notified the Protocol amending the Double Taxation Avoidance Agreement (DTAA) between India and Mauritius. The Protocol, signed on 7 March 2024, entered into force on 10 August 2026. The notification introducing the Principal Purpose test (“PPT”) e notification provides that a benefit under the DTAA shall not be granted in respect of an item of income if it is reasonable to conclude that obtaining the benefit was one of the principal purposes of any arrangement or transaction that resulted directly or indirectly in that benefit, unless it is established to the contrary and that granting the benefit would be in accordance with the object and purpose of the relevant provisions of the DTAA.
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2. CBDT Amends Income-tax Rules, 2026 – Revised Form No. 161
The Central Board of Direct Taxes (CBDT), vide Notification No. 134/2026 dated 8 October 2026, has introduced the Income-tax (Sixth Amendment) Rules, 2026, pursuant to the Finance Act, 2026. The amendment modifies Rule 231 of the Income-tax Rules, 2026, by including the provision for waiver alongside imposition and substitutes the existing Form No. 161 with a revised format. The amended rules came into effect upon publication in the Official Gazette.
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