JSA Newsletter | Private Equity | July – September 2026 Edition

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Introduction

As per publicly available information, Private Equity and Venture Capital (“PE/VC”) investments in India increased by 77% during the third quarter (July–September) of the calendar year 2026 to over USD 14 billion (United States Dollars fourteen billion) (across 318 (three hundred and eighteen) deals), compared with USD 7.9 billion (United States Dollars seven point nine billion) (across 351 (three hundred and fifty-one) deals) during the corresponding quarter last year.[1] For the first 9 (nine) months of 2026, the value of PE/VC investments reached USD 31.7 billion (United States Dollars thirty-one point seven billion), representing a 21% increase compared with USD 26.2 billion (United States Dollars twenty-six point two billion) during the corresponding period in 2025.[2]

This newsletter captures the regulatory developments from July 2026 to September 2026 relating to Alternative Investment Funds (“AIFs”), Foreign Venture Capital Investors (“FVCIs”), Foreign Portfolio Investors (“FPIs”), Infrastructure Investment Trusts (“InvITs”), and Foreign Direct Investment (“FDI”) that are likely to shape the investment activity in India.

 

Overview of the regulatory measures

The regulatory bodies in India periodically review the regulatory framework to strengthen investor confidence and bring transparency across the Indian investment and business landscape. Some of the key regulatory developments for the period between July 2026 and September 2026 are:

 

Securities and Exchange Board of India

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

The Securities and Exchange Board of India (“SEBI”), vide notification dated July 1, 2026, has amended the SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 to strengthen governance, enhance investor protection, and align regulatory requirements for securitisation transactions. Some of the key amendments are as follows:

• Regulation 9 (dealing with permissible structures for special purpose distinct entity) is amended to provide that if the originator is an entity regulated by the Reserve Bank of India (“RBI”), it cannot have more than 1 (one) representative on the board of the Special Purpose Distinct Entities (“SPDEs”) and such representative will not have veto powers;
• Regulation 10 (dealing with assignment of debt or receivables) is amended to restrict the acquisition of debt/receivables by SPDEs. No SPDE can acquire any debt or receivables from any originator which is part of the same group or under the same control as the trustee;
• references to ‘originator’ are replaced with ‘servicer’ in specified provisions, empowering SEBI to direct actions in the interest of investors, revise provisions relating to replacement of trustees, and require disclosure of concentration risk arising from single asset securitisation;
• additional ground for winding up of scheme is inserted in Regulation 20 (dealing with winding up of schemes), enabling SEBI to direct the winding up of a scheme in the interest of investors;
• Regulation 45 (dealing with cancellation or suspension of registration) is amended to provide that upon suspension or cancellation of a trustee’s registration, SEBI may now direct the appointment of a new trustee in place of the outgoing trustee, replacing the earlier provision which required winding up of schemes of the SPDE and the definition for winding up schemes has accordingly been omitted; and
• Schedule V (dealing with disclosure requirements for public offer of securitised debt instruments) is amended to include a specified risk factor, requiring enhanced disclosure in offer documents issued in respect of securitisation transactions involving a single underlying asset.

Key takeaway: SEBI has amended the regulations governing securitised debt instruments and security receipts to strengthen governance and enhance investor protection. Key changes include limiting originator representation on SPDE boards, restricting acquisition of debt from affiliated entities, expanding SEBI’s powers to direct winding up of schemes and facilitate trustee replacement in the interest of investors.

 

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

SEBI, vide notification dated July 1, 2026, has amended the SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015 to enhance the framework governing municipal bond issuances. Some of the key amendments are as follows:

• new definitions of ‘retail individual investor’ and ‘working day’ are inserted;
• Regulation 4F is inserted, providing that an issuer desirous of issuing and listing Environment, Social and Governance (“ESG“) Debt Securities must comply with the conditions specified for such securities under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
• Regulation 5A is inserted, providing that where the issuer is a Special Purpose Vehicle (“SPV”) set up under the Pooled Finance Development Fund Scheme of the Government of India, the constituent Municipalities are required to enter into an agreement with such issuer prior to raising funds and disclose the same in the offer document;
• Regulation 9(1) (dealing with advertisements for public issues) is amended to permit issuers to make advertisements for public issues through electronic modes such as online newspapers or the website of the issuer or the stock exchange, in addition to a national daily with wide circulation. However, issuers opting for electronic advertisement are also required to publish a notice in a national daily with wide circulation exhibiting a QR code and a link to the complete advertisement;
• Regulation 22B (dealing with prohibition on payment of incentives) has been amended to now allow issuers to offer incentives such as additional interest or a discount to the issue price to initial allottees that are senior citizens, women, serving and retired defence personnel, widows and widowers of defence personnel, retail individual investors, or any other category of investors as may be specified by SEBI from time to time; and
• Schedule I (dealing with disclosures in offer document and placement memorandum) is amended to insert a new clause 5(i), requiring issuers to disclose, in the specified format, details of lenders and existing project-related loans or debt being refinanced, including the type of existing loan or debt, original amount, existing lenders, existing rate of interest, existing repayment schedule, details of projects financed by the existing loan or debt, past restructuring (if any), and the reason for re-financing.

Key takeaway: SEBI has amended the regulations governing municipal debt securities to enable issuance of ESG debt securities, introduce requirements for  SPVs under the Pooled Finance Development Fund Scheme, and permit electronic advertisements for public issues subject to QR code publication in a national daily. The amendments also permit specified investor incentives and enhance disclosure requirements for refinancing of existing project-related debt.

 

SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2026

SEBI, vide notification dated July 10, 2026, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) by replacing Regulation 40(7) dealing with transfer/transmission/transposition of securities. Accordingly, the listed entity must comply with all procedural requirements with respect to transfer and transmission of securities as specified by SEBI from time to time. Consequently, Clause C of Schedule VII (dealing with the transfer and transmission of securities) is omitted, providing SEBI with greater flexibility to update procedural requirements without requiring further amendments to the regulations. Further, Regulation 61(4) has been revised to replace the reference to procedures contained in Schedule VII for transfer and transmission of securities with the procedures specified by SEBI from time to time and as specified in Regulation 40.

Key takeaway: SEBI has streamlined the framework governing the transfer, transmission and transposition of securities by replacing prescriptive procedural requirements under the LODR Regulations with procedures specified by SEBI from time to time. This provides greater flexibility to update such requirements without amending the regulations.

 

Alignment of SEBI’s Cyber Incident Reporting Portal with ‘Format for Incident Reporting Exchange’

SEBI, vide circular dated August 24, 2026, has aligned its Cyber Incident Reporting Portal with the Format for Incident Reporting Exchange (“FIRE”) framework developed by the Financial Stability Board (“FSB”), to streamline and harmonise the reporting of cyber incidents by SEBI-regulated entities. Some of the key requirements are as follows:

• regulated entities are required to report cyber incidents by email within 6 (six) hours and through SEBI’s Cyber Incident Reporting Portal within 24 (twenty-four) hours, in accordance with Annexure O (Guidelines on Handling Cybersecurity Incidents) of the Cybersecurity and Cyber Resilience Framework;
• the reporting framework enables regulated entities to report cyber incidents in stages, comprising an initial report, subsequent updates and final closure, recognising that all relevant information may not be available at the time of the initial report; and
• regulated entities may accordingly supplement the initial report with further information and updates as the incident is investigated and additional facts become available.

Key takeaway: SEBI has aligned its cyber incident reporting framework with the FSB’s FIRE framework to standardise and streamline cyber incident reporting. The framework requires reporting within specified timelines and introduces a staged reporting mechanism  enabling regulated entities to supplement their initial report as further information becomes available.

 

Relaxation in timeline for accredited investor mandate for angel funds

SEBI, vide circular dated September 7, 2026, has extended the timeline for compliance with the accredited investor mandate applicable to angel funds registered with SEBI on or before September 10, 2025, from September 8, 2026, to March 31, 2027. Accordingly, such angel funds may continue to offer investment opportunities to not more than 200 (two hundred) non-accredited investors during the extended transition period and must not accept contributions from non-accredited investors for investment in an investee company after March 31, 2027. Existing investors may continue to hold their investments in such angel funds in accordance with the terms of the private placement memorandum and/or fund documents.

Key takeaway: SEBI has extended the transition period for angel funds registered on or before September 10, 2025, to comply with the accredited investor mandate until March 31, 2027. The extension allows such funds to continue offering investment opportunities to up to 200 (two hundred) non-accredited investors during the transition period, while protecting the ability of existing investors to continue holding their investments in accordance with the applicable fund documents.

 

Foreign Venture Capital Investors

SEBI (FVCIs) (Amendment) Regulations, 2026

SEBI, vide notification dated July 3, 2026, has issued the SEBI (FVCIs) (Amendment) Regulations, 2026, to further amend the SEBI (FVCI) Regulations, 2000 (“FVCI Regulations”). The amendments will come into force from December 30, 2026. Some of the key amendments are as follows:

• in the Second Schedule, the registration fee of USD 2,500 (United States Dollars two thousand five hundred) has been substituted with INR 2,30,000 (Indian Rupees two lakh thirty thousand) (in eligible foreign exchange equivalent), payable prior to the grant of certificate of registration, instead of at the time of submission of the application;
• the renewal fee of USD 100 (United States Dollars one hundred) has been substituted with INR 9,000 (Indian Rupees nine thousand) in eligible foreign exchange equivalent; and
• every designated depository participant will remit the fees collected from FVCIs in INR to SEBI within 5 (five) working days from the date of grant of certificate of registration or receipt of fees, along with details in the specified format.

Key takeaway: SEBI has amended the FVCI Regulations to revise registration and renewal fee structures from USD to specified INR equivalent. The amendments also revise the timing of registration fee payments and prescribe procedures for designated depository participants to remit fees collected from FVCIs to SEBI within 5 (five) working days.

 

Alternative Investment Funds

SEBI (AIFs) (Second Amendment) Regulations, 2026

SEBI, vide notification dated July 10, 2026, has issued the SEBI (AIFs) (Second Amendment) Regulations, 2026, to further amend the SEBI (AIF) Regulations, 2012 (“AIF Regulations”). Some of the key amendments are as follows:

• AIFs may launch schemes after filing of Private Placement Memorandum (“PPM”) with SEBI along with payment of fees as specified in the Second Schedule. Payment of scheme fees will not apply in case of launch of first scheme by the AIF;
• the timeline for filing documents with SEBI is reduced from 30 (thirty) days to 10 (ten) working days;
• after the documents are filed with SEBI, SEBI may communicate its comments, if any, to the merchant banker or the manager. The merchant banker or manager will ensure that the comments are complied with;
• regulations relating to SEBI comments and compliance therewith under Regulations 12 (2), (3) and (3A) will not apply to accredited investors only funds (previously, this was applicable to Large Value Funds (“LVFs”) for accredited investors); and
• Regulation 19D(4) is omitted, which had required an angel fund to file its PPM through a merchant banker, and hence an angel fund may now file it directly. Regulation 19D(5) has also been omitted, which had required the merchant banker to ensure that SEBI’s comments were incorporated in the PPM before circulation to investors.

Key takeaway: SEBI has amended the AIF Regulations to streamline scheme launch procedures, reducing the filing period from 30 (thirty) days to 10 (ten) working days, exempting first schemes from scheme fees. The amendments also extend exemptions from filing requirements to accredited investors only funds and remove the requirement for angel funds to file their PPMs through a merchant banker.

 

Green-Channel: AIF Rollout Upon Document Acknowledgement mechanism for processing of Private Placement Memorandum of AIFs

SEBI, vide circular dated July 30, 2026, has introduced the Green-Channel: AIF Rollout Upon Document Acknowledgement (“GARUDA”) mechanism, pursuant to amendments to the AIF Regulations, to ease and expedite the launch of schemes/funds by AIFs. Some of the key provisions are as follows:

• for regular schemes, AIFs can proceed with launch of their new scheme after 10 (ten) working days of filing of application with SEBI, unless otherwise advised. However, AIFs can proceed with launch of their first schemes from the date of grant of SEBI registration or after 10 (ten) working days of filing of application with SEBI, whichever is later;
• PPM of regular schemes must be filed, at the time of registration or prior to launch of new scheme, on SEBI intermediary portal along with specified documents and payment of applicable scheme fee. The payment of scheme fees will not apply in case of launch of first scheme by the AIF;
• the merchant banker must independently exercise due diligence of all the disclosures in the PPM, satisfy itself with respect to veracity and adequacy of the disclosures, and provide the due diligence certificate. The merchant banker appointed for filing of PPM cannot be an associate of the AIF, its sponsor, manager or trustee;
• accredited investors only funds and LVFs are exempt from filing their PPM with SEBI through merchant banker and incorporating comments of SEBI in their PPM. Such funds can launch their scheme immediately upon filing of PPM with SEBI;
• angel funds are exempt from filing their PPM with SEBI through merchant banker and incorporating comments of SEBI in their PPM, and can proceed with circulation of the PPM to their investors for soliciting funds from the date of grant of SEBI registration; and
• any new scheme proposed to be launched as an accredited investors only scheme will have the words ‘AI only fund’ or ‘AIOF’ added to the scheme name at the end, and any new scheme proposed to be launched as an LVF will have the word ‘LVF’ added to the scheme name at the end.

Key takeaway: SEBI has introduced the GARUDA mechanism to streamline the processing of PPMs and facilitate the  launch process of AIF schemes. Regular schemes can launch after 10 (ten) working days of filing, accredited investors only funds and LVFs can launch immediately upon filing. Angel funds can proceed with circulation of PPM from the date of SEBI registration. For regular schemes, the appointed merchant banker is required to independently conduct due diligence on the PPM disclosures and provide a due diligence certificate.

 

Foreign Portfolio Investors

SEBI (FPIs) (Amendment) Regulations, 2026

SEBI, vide notification dated July 3, 2026, has amended the SEBI (FPIs) Regulations, 2019 to revise the fee framework and streamline registration-related requirements for FPIs. The amendments will come into force 180 (one hundred and eighty) days from the date of publication. The amendment relating to disclosure of the date of birth/incorporation takes effect immediately. Some of the key amendments include the following:

• the application fee under Regulation 43B(2) is revised from USD 1,000 (United States Dollars one thousand) to INR 90,000 (Indian Rupees ninety thousand) in eligible foreign exchange equivalent;
• a new paragraph IV is inserted in the First Schedule (dealing with certificate of registration) requiring disclosure of the date of birth/incorporation/agreement/partnership deed or trust deed/formation of body of individuals or association of persons of the FPI;
• registration fees under Part A, clause (1) of the Second Schedule are revised from USD 2,500 (United States Dollars two thousand five hundred) and USD 250 (United States Dollars two hundred and fifty) to INR 2,30,000 (Indian Rupees two lakh thirty thousand) and INR 23,000 (Indian Rupees twenty-three thousand) respectively, in eligible foreign exchange equivalent, and the timing of fee payment is changed from ‘at the time of submission of the Form’ to ‘prior to the grant of certificate of registration’;
• late fee amounts under Part A, clause (4) of the Second Schedule (dealing with payment of fees applicable to FPIs) are revised from USD 50 (United States Dollars fifty) per day to INR 4,500 (Indian Rupees four thousand five hundred) per day and from USD 5 (United States Dollars five) per day to INR 500 (Indian Rupees five hundred) per day, in eligible foreign exchange equivalent;
• clause (5) of Part A of the Second Schedule is substituted to require every designated depository participant to remit fees collected from FPIs in INR to SEBI within 5 (five) working days; and
• the regulatory fee under Part C, clause (1) of the Second Schedule, payable per subscriber to offshore derivative instruments, is revised from USD 800 (United States Dollars eight hundred) to INR 75,000 (Indian Rupees seventy-five thousand) in eligible foreign exchange equivalent.

Key takeaway: SEBI has revised the application, registration, late payment and regulatory fees applicable to FPIs and introduced additional disclosure requirements relating to their date of incorporation or formation. Further, designated depository participants are now required to remit fees collected from FPIs to SEBI within 5 (five) working days.

 

Acceptance of digitally signed power of attorney from FPIs

SEBI, vide circular dated August 20, 2026, has amended the know your client requirements applicable to FPIs under the Master Circular for FPIs, Designated Depository Participants and Eligible Foreign Investors dated May 30, 2024, to facilitate digitalisation of the FPI onboarding process. FPIs can now submit the power of attorney granted to custodians, either in the existing form duly notarised and/or apostilled or consularised or by executing the same using a digital signature in accordance with the Information Technology Act, 2000. Where the power of attorney is executed using such digital signature, notarisation, apostillisation or consularisation is not required.

Key takeaway: SEBI has facilitated digitalisation of the FPI onboarding process by permitting FPIs to submit power of attorney to custodians either in the traditional notarised, apostilled or consularised form, as applicable or by using a digital signature in accordance with the Information Technology Act, 2000.

 

Infrastructure Investment Trusts

Framework for calculation of net distributable cash flows for InvITs

SEBI, vide circular dated August 14, 2026, has revised the framework for calculation of net distributable cash flows for InvITs under the Master Circular for InvITs dated July 11, 2025. The revised framework allows add-back of payments made towards major maintenance expenses for road projects to the extent funded by external debt.

The framework, inter alia, requires unitholder approval, with at least 60% of the votes cast in favour, appropriate disclosures regarding the proposed borrowing and its impact on distributions, certification by the statutory auditor that the major maintenance expenses are in accordance with the concession agreement and funded through external borrowings, and separate disclosure of borrowing attributable to major maintenance expenses in the InvIT’s financial and periodic reports. The amendments also clarify that surplus cash arising from such debt-funded major maintenance expenses may be distributed subject to the specified conditions.

Key takeaway: SEBI has revised the net distributable cash flow framework for InvITs to allow add-back of payments made towards major maintenance expenses for road projects to the extent funded by external debt. This is subject to specified conditions, including unitholder approval, statutory auditor certification, and enhanced disclosure requirements. This is expected to facilitate better cash flow management and distribution practices for InvITs involved in road and bridge infrastructure projects.

 

Department for Promotion of Industry and Internal Trade

India permits foreign investment in inventory-based e-commerce exclusively for exports

In a significant fillip to exporters, India has opened the door for foreign investment in inventory-based e-commerce entities exclusively for exports of goods manufactured or produced in India. Press Note 3 of 2026, issued on July 23, 2026 (“Press Note 3”) by the Department for Promotion of Industry and Internal Trade (“DPIIT”) carves out an export-only exception to the longstanding prohibition on inventory-based Business to Consumer (“B2C”) e-commerce.

 

Background

The existing Consolidated FDI Policy Circular, 2020 (“FDI Policy”) specifies 2 (two) business models for e-commerce: inventory-based model of e-commerce (where the goods are owned and sold by the e-commerce entity); and marketplace-based model of e-commerce (where an information technology platform is provided by the e-commerce entity to act as facilitator between the buyer and seller).

While 100% FDI is permitted in business-to-business (B2B) e-commerce and the marketplace model of e-commerce, under the automatic route, FDI in inventory-based B2C e-commerce has remained prohibited since Press Note 2 (2018) (effective from February 1, 2019) since such activities were functionally considered akin to multi-brand retail trading. This restriction was intended to protect small retailers and ensure a level playing field by preventing foreign-funded e-commerce companies from directly owning and selling inventory in the Indian market.

 

Key features of the Press Note 3

By virtue of the Press Note 3, DPIIT has inserted a new provision in the FDI Policy to the effect that an e-commerce entity is permitted to engage in inventory-based model of e-commerce exclusively for the purposes of export of goods/products manufactured and/or produced in India, subject to the applicable provisions of the Foreign Trade Policy, 2023 and the Foreign Exchange Management (Export of Goods and Services) Regulations, 2015.

Press Note 3 has the following features:

• Scope is limited to exports: An e-commerce entity in B2C model with foreign investment may now hold and sell inventory, but exclusively for the export of goods/products manufactured and/or produced in India (i.e., to overseas buyers). This is a significant departure from the existing policy, as it effectively creates a carve-out from the long-standing prohibition on inventory-based models, albeit one that is limited to export transactions.
• The goods exported must be manufactured and/or produced in India: The use of the phrase ‘manufactured and/or produced in India’ is noteworthy, as it may encompass a broad range of activities, from full manufacturing to assembly, processing, or value addition. For reference, the FDI Policy provides that ‘manufacture’ means a change in a non-living physical object or article or thing: (a) resulting in transformation of the object or article or thing into a new and distinct object or article or thing having a different name, character and use; or (b) bringing into existence of a new and distinct object or article or thing with a different chemical composition or integral structure.
• Domestic B2C inventory-based retailing remains prohibited: The exception does not dilute the restriction on inventory-based e-commerce directed at the Indian consumer. Sale to Indian consumers still requires entities with foreign investment to follow the marketplace-based model of e-commerce.
• Compliance: The export of goods/products manufactured and/or produced in India must comply with the Foreign Trade Policy, 2023, the Handbook of Procedures (“HBP”), and the Foreign Exchange Management (Export of Goods & Services) Regulations, 2015.

 

Conclusion

This development is largely a response to the growing market demand by Indian exporters who will now be able to avail of foreign investment under the ‘Automatic Route’.

While the restriction on inventory-based e-commerce for the domestic market remains continued to safeguard small retailers, kirana stores, and traders from the competitive dominance of large, well-capitalised, foreign-funded entities in India’s domestic retail space; the relaxation operates solely as an export-facing carve-out.

This move is expected to strengthen India’s e-commerce export ecosystem by enabling global platforms to procure, store, and ship Indian products to global consumers more efficiently. The Government has set an ambitious target of achieving USD 200 billion (United States Dollars two hundred billion) to USD 300 billion (United States Dollars three hundred billion) in e-commerce exports by 2030. For e-commerce entities, this creates a first-mover opportunity; and platforms that establish export-oriented inventory infrastructure early may secure preferential supplier relationships and build logistics networks before the market becomes competitive.

E-commerce entities that currently operate under the marketplace model will need to evaluate whether transitioning certain product lines to the inventory-based export model offers commercial advantages, while simultaneously assessing the regulatory and operational costs of maintaining dual operating structures.

Key takeaway: Press Note 3 introduces an export-focused exception to the existing prohibition on inventory-based B2C e-commerce by permitting foreign-invested e-commerce entities to undertake inventory-based e-commerce exclusively for the export of goods manufactured or produced in India, subject to applicable foreign trade and foreign exchange regulations. The relaxation does not extend to domestic B2C sales, which remain subject to the existing restrictions on inventory-based e-commerce models.

 

Ministry of Finance

Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2026

The Ministry of Finance (“MoF”), vide notification dated September 2, 2026, has issued the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2026 to further amend the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“NDI Rules”). This amendment is further to Press Note 3 permitting foreign-invested entities to adopt an inventory-based B2C model exclusively for exporting goods manufactured or produced in India. A new provision is inserted in Schedule I of the NDI Rules permitted an e-commerce entity to engage in inventory-based model of e-commerce exclusively for the export of goods or products manufactured or produced in India. Such exports must be in accordance with the Foreign Trade Policy 2023 read with the HBP and the Foreign Exchange Management (Export of Goods and Services) Regulations, 2015. Accordingly, the restrictions on B2C transactions and the inventory-based model of e-commerce stipulated under serial number 15.2.1 to 15.2.4 of Schedule I will not apply to the export of goods or products through e-commerce as permitted under the new provision.

Key takeaway: MoF has amended the NDI Rules to permit e-commerce entities to engage in inventory-based models exclusively for the export of goods manufactured or produced in India. The amendment clarifies that the existing restrictions on B2C and inventory-based e-commerce models under the specified provisions of the NDI Rules do not apply to e-commerce exports manufactured or produced in India.

 

This Newsletter has been prepared by:

Sidharrth Shankar Partner	Vikram Raghani Partner	Rishabh Gupta Partner

 

For more details, please contact km@jsalaw.com

 

[1] Source: Venture Intelligence Blog, “PE-VC investments surge 77% in Q3’26 on back of mega Infrastructure sector deals”.

[2] Source: Times of India – “PE-VC investments rise 21% YoY at $31bn”.