India

1. Introduction to Indian Real Estate Market and GCCs The growth story of India since the last decade has established the country as a premier destination for global investments and business operation...

Authors: Mr. Sandeep Devashish Das, Ms. Kanak Malik, Mr. Tanishq Juneja The legacy of Lord Macaulay was overturned on 1 July 2024 when the Indian Penal Code, 1860 (“ IPC ”), the Indian Evidence Act, 1...

Introduction and Regulatory Context On May 8, 2025, the Reserve Bank of India (RBI) issued a very significant notification in respect of the regulatory framework governing Foreign Portfolio Investor (FPI) investment in India's corporate debt market. In removing the short-term investment limit, and the concentration limit, for FPIs investing in India via the general route, the RBI is signaling its commitment to develop a more transparent, liquid, and internationally competitive bond market.[1] This is part of a series of steps that would foster foreign capital inflows, enhance domestic financial market depth, and bring India's regulatory framework in line with international best practices. In the past, there were two restrictions related to FPI investment in Indian corporate debt applicable under the Master Directions - Reserve Bank of India (Non-Resident Investment in Debt Instruments) Directions, 2025. The first restriction was the "short-term investment limit" that limited FPI amounts in corporate debt securities with residual maturity up to one year, to 30% of the total corporate debt portfolio based on a daily measurement. The second restriction was a concentration limit that capped investments (with related persons) by the FPI in corporate debt securities at 15% long-term FPI and at 10% for other FPIs in respect to their maximum investment limit.[2] Initially, these policies were designed to assist with market stability, managing short-termism, and monitoring systemic risks (Provisions to this effect were contained in a scheme entitled "FPIs in the corporate bond market"). However, these clearly had operational problems and restricted active FPI engagement. Essentially, it meant that FPIs had to sell bonds that had less than one year of residual maturity, or increase the total amount of bonds (to comply with the 30% cap), and the amount of bonds they purchased was somewhat wasted; in early 2025 FPIs had only exploited 14.3% (₹1.1 lakh crore) of the total potential limit of ₹7.63 lakh crore. Additionally, the restriction imposed on FPIs prevented them from responding to market opportunities and steward capital prudently. To ameliorate these issues, the RBI had steadily increased limits for FPIs and now cover ₹8.22 lakh crore from April to September 2025, and ₹8.80 lakh crore from October 2025 to March 2026. Thus, the May 2025 notification represented not a fundamental shift, but merely a pragmatic optimization of the compliance regime so that it could deal with the real frustrations experienced by global investors and improve efficiency within India's corporate bond market. The 2025 Relaxations: Nature, Rationale, and Global Alignment On May 8, 2025, the Reserve Bank of India (RBI) released a notification[3] that caused a major shift in regulation, when it removed two significant restrictions on foreign portfolio investors ('FPIs'), investing in corporate debt through the General route: the short-term investment limit and the concentration limit. The short-term investment limit which had been defined by the Master Directions (RBI Non-Resident Investment in Debt Instruments, 2025) to restrict FPIs from holding more than 30% of their corporate debt portfolio at any time in instruments with a residual maturity of up to one year.[4] The concentration limit was defined, to prevent any single FPI (and related) entity from having exposure to 15% of the highest investment limit proposed for long term FPIs or 10% for others. These limits were set in place to address the threat to market stability posed by capital flows (as a result of excess volatility from short-term holdings) and concentration posed by large pools in a few entities. The RBI eliminated these caps based on the premise that FPI investment limits in corporate debt are barely utilized (around 14.3 % in total in early 2025). Industry inputs also confirmed that these limits created operational issues such as forced rebalancing, and tying up inefficiently assigned or allocated capital which caused FPIs to invest less than their available limits. Deregulation is designed to provide more flexibility for FPIs to manage their portfolio and will hopefully foster more active investing and liquidity in the market. Relaxing limits will help align India's framework with what is common in the rest of the world. For example, many EM and developed markets do not implement as strict regulations on foreign holdings of short-term debt, or no restrictions on indicating concentration of ownership by foreign investors, therefore allowing more Foreigners to invest and making it easier to capital to move in and out of EM. Therefore, RBI's deregulation should help India's ability to get added to global bond indices (e.g. JPMorgan GBI-EM), and increase foreign investment in India. Overall, the 2025 relaxations represent a pragmatic and strategic response by the RBI to market reality, and investor concerns to support an ongoing effort to deepen India's corporate debt market with a focus on regulatory monitoring. Capital Market Deepening and Economic Implications The RBI's May 2025 relaxations have the potential to substantially deepen India's corporate debt market by allowing FPIs to invest more flexibly and efficiently than before. The removal of short-term investment and concentration limits will likely prompt greater foreign capital inflows, which have historically been hampered by regulations and restrictions. One of the biggest benefits of these relaxations is the expected increase in FPI ownership. The removal of the 30% limit on short-term corporate debt securities now means that FPIs can hold securities at any maturity without having to adjust their portfolios, thus reducing transaction costs for the issuers and complexity of operations for the FPIs' operations.  The removal of concentration limits means that FPIs can now put larger amounts into preferred issuers or sectors, improving investment decisions and implementing a better risk engineered portfolio. This flexibility is expected to draw a broader group of institutional global investors, such as sovereign wealth funds, pension funds and asset managers wanting diversified coverage of India's robust growing corporate sector. The addition of FPIs and larger ownership of corporate securities as investors will enhance liquidity, which is an important condition for an active corporate bond market. As more liquidity is added into the market, price discovery is more sustainable, bid-ask spreads are narrower, and the cost of trading is lower, thus encouraging issuers and investors to participate further. For Indian corporates, these developments mean greater access to long-term funding at competitive rates, facilitating business expansion and infrastructure spending. This economic development aspect is particularly relevant, in so far as the corporate bond market deepening is aligned to India's broader financial sector reforms designed to reduce reliance on bank credit and promote alternative sources of capital. A healthy bond market exists alongside equity markets and bank channels of supply, better characterized by a more resilient and diversified financial system. Finally, the RBI's alignment of India's FPI investment direction with global best practices increases India's capacity for inclusion in major global bond indices. Such inclusion generates passive inflows from global funds into the Indian bond market, further integrating the market to global capital flows. Overall, the 2025 relaxations should lead to a more liquid, efficient, and globally integrated corporate debt market which has spillover effects for economic development and financial stability. Systemic Risk, Volatility, and Regulatory Safeguards Although the 2025 relaxations from the RBI are widely expected to expand the corporate debt market and draw in additional foreign capital, they also introduce new aspects of risk that may require closer attention from regulators. The two risk areas that are of particular concern are the potential increase in market volatility arising from changes in FPI flows and the general increase of systemic risk arising from removing previous restrictions. By removing the short-term investment limit, the portfolio of FPIs can now allocate a significantly larger portion to shorter maturity instruments, which are typically more sensitive to fluctuations in risk sentiment and changes in the global interest rate environment. In conditions of extreme financial stress (also called contagion) or rapid changes in monetary policy from central banks (in the current example the US), foreign capital could exit the market at very high speeds, exerting pressure on bond prices and the INR. Not only could the resulting volatility affect the corporate debt market, but volatility on such a large scale could also increase the risk of embarrassment for the financial system (in the worst-case scenario if lots of people are forced to liquidate), especially if there is a lot of debt currently held by FPIs in a short space of time. Likewise, the removal of the concentration limit increases the risk of undue concentration in issuers or sectors. If a handful of large FPIs were to over concentrate their holdings in a handful of corporate bonds - then any negative event, for example a credit downgrade or default, could have exaggerated consequences that could potentially lead to contagion across the market. This risk is more pronounced in emerging markets, where there are likely to be fewer investors in general, and likely also to have less depth in the market. In order to mitigate these risks, the RBI has retained various macro prudential tools and regulatory safeguards. The central bank has the ability to reinstate restrictions, or impose restrictive measures, if the risks evolve into a systemic risk. In addition to monitoring FPI flows, the simple introduction of regulation requiring increased disclosure will ensure that updating disclosures is another risk management control not only for FPIs, but for all investors. Clear coordination with the SEBI provides the necessary "forward looking" mechanism for basic information sharing, and the extension of FPI monitoring risk management will be added layers of FPI investment management and ongoing recognition of the limits of authority by the RBI. The introduction of basic stress testing and scenarios fitting the various volatility ranges will be an important addition to risk management for showing the resilience of the corporate bond market to upside and downside external shocks. In summary the 2025 relaxations are a welcome step forward to developing a bond market, however the success of the measures will rely on the continuous vigilance of the RBI to recognize and respond to risk in an expanding global environment. Trade Integration, Foreign Relations, and Policy Effectiveness The RBI's 2025 foreign portfolio investor (FPI) relaxations to corporate debt securities must also be understood in the context of India’s larger economic diplomacy objectives in an increasingly integrated global financial system. The liberalization of FPI norms accompanying rather significant developments in India’s trade policy, most notably the India-UK Free Trade Agreement (FTA) and the UK’s reduction of import duties on Indian goods. Trade agreements such as these are established to encourage the exchange of goods and services but more broadly as an impetus to facilitate cross-border investment flows. As such, it is particularly relevant and timely to talk about India’s capital market regulations alongside international expectations. By liberalizing FPI norms, India is signaling support for financial openness and a welcome alignment of its regulatory framework with global expectations, thus enhancing its appeal to foreign investors. Especially as India seeks inclusion to large global bond indexes, which requires clear, predictable, and investor-friendly regulatory frameworks. Once India is included in indexes, this can lead to significant passive inflows from most international funds further developing and deepening the corporate bond market in India and the country’s integration with international capital markets. The success of these reforms depends on the RBI's Master Directions (Non-Resident Investment in Debt Instruments, 2025), which present an integrated and dynamic regime for foreign investment in Indian debt[5]. The Master Directions have been constructed to be flexible, allowing the RBI the ability to move quickly to capitalize on prevailing market conditions and stakeholder input. The relaxations instituted in May 2025 are a clear indication of this flexibility, reflecting a consultative process that considered the investors' needs while ensuring the continued exercise of macroprudential oversight. The early feedback from the market has been mostly favorable, with domestic corporates and international investors appreciating the regulatory clarity and operational leeway afforded them. However, a meaningful indication of whether the policy is effective will be in whether the RBI is able to maintain the openness now afforded to the market space while appropriately moderating risk, ensuring that more foreign capital can flow into India and lead to sustained economic benefits, without undermining financial stability. The recent reforms of the RBI offer a clear and concise path forward for India's aspirations to be better integrated into trade and investment; but they also have a strong line of attack for reaffirming both the legitimacy and reliability of regulatory institutions within India, at a crucial time when India is evolving as a major player on the global stage. References "India-UK FTA: Tariff Reductions and Market Access," Ministry of Commerce, https://commerce.gov.in/fta/india-uk-fta-details/ "RBI relaxes requirement for investment by FPIs in Corporate Debt Securities," SCC Online Blog (13 May 2025), https://www.scconline.com/blog/post/2025/05/13/rbi-relaxes-requirement-for-investment-by-fpis-in-corporate-debt-securities/ "RBI’s Financial Stability Report," RBI (June 2024), https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=56067 "SEBI’s role in monitoring FPI flows," SEBI (May 2025), https://www.sebi.gov.in/legal/circulars/may-2025/sebi-role-in-fpi-monitoring [1] RBI, https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12847&Mode=0 [2] RBI, https://m.rbi.org.in/Scripts/BS_ViewMasDirections.aspx?id=12765#F_i [3] RBI, https://www.rbi.org.in/commonman/English/scripts/FAQs.aspx?Id=836 [4] RBI, https://www.rbi.org.in/commonman/English/scripts/Notification.aspx?Id=856 [5] RBI, https://rbi.org.in/Scripts/BS_ViewMasDirections.aspx?id=12765

FIDIC is well-known for its standard contracts, which play a key role in the construction and engineering industries worldwide. These contracts are designed to help manage risks, clearly define the roles and responsibilities of all parties, and ensure projects are completed successfully. With a range of contract types available, they address different project needs. Here’s an overview of the main types of FIDIC contracts: • Green Book: Short Form of Contract; For small, simple, low-risk projects with short timelines and minimal contract management. [2nd Edition (2021)] • Red Book: -  Conditions of Contract for Construction for Building and Engineering Works Designed by the Employer (The Construction Contract); When the Employer provides the design; traditional design-bid-build model where the contractor executes the employer’s design. [2nd Edition (2017), Reprinted 2022.] -  Subcontract for Construction; When appointing a subcontractor under a main Red Book contract. [1st Edition (2011)] • Pink Book: MDB Harmonised Edition of the Construction Contract; Used for projects funded by Multilateral Development Banks (like the World Bank). It’s a modified version of the Red Book with harmonised Particular Conditions adopted in MDB-funded Standard Bidding Documents. [Version 3 (June 2010)] • Yellow Book: Conditions of Contract for Plant & Design-Build; When the Contractor is responsible for both design and construction; used in design-build projects. The 1999 Yellow Book effectively replaced the Orange Book by combining its features with the older 1987 Yellow Book, creating a modern Plant & Design-Build contract. [2nd Edition (2017), Reprinted 2022] • Silver Book: Conditions of Contract for EPC/Turnkey Projects; For complex, high-risk, fixed-price projects where the Contractor designs and delivers the project on a turnkey basis with minimal Employer involvement. [2nd Edition (2017), Reprinted 2022] • Gold Book: Design-Build-Operate (DBO) Contract; When the Contractor is also responsible for long-term operation and maintenance after construction. [1st Edition (2008)] • Blue-Green Book: Form of Contract for Dredging and Reclamation Works: Tailored to marine works with provisions on measurement and contractor risk . [2nd Edition (2016)] • Emerald Book: Underground Works Contract; Focuses on geological risk, time-related claims, and specialized safety provisions. [1st Edition (2019), Reprinted 2023] •White Book: Client/Consultant Model Services Agreement; Covers professional services; used to engage consultants with defined deliverables and fees. [5th Edition (2017)] The Consulting Engineers Association of India (CEAI) serves as the national member association of FIDIC, representing India's consulting engineering community on a global platform. While the adoption of FIDIC contracts is not mandatory in India, these internationally recognized standard forms are widely respected and increasingly used—particularly in large-scale infrastructure and construction projects involving international consultants, contractors, or funding agencies. Institutions such as the World Bank, the Asian Development Bank, and other MDBs routinely prescribe the use of FIDIC contract templates as part of their procurement frameworks for projects in India. As Indian stakeholders increasingly engage in cross-border transactions and international project financing, the relevance and application of FIDIC contracts continue to grow. A standardisation of the form of Contract enables parties to be more in consonance with each other as also global norms when executing a contract. Further, FIDIC contracts provide standard clauses for various eventualities which also assists parties executing the contracts to be covered for all exigencies. For any further queries on FIDIC Contracts please feel free to contact us at [email protected], [email protected], [email protected], [email protected] Authored by Ms. Arushi Jain, Principal Associate at Goswami & Nigam LLP

ICRA Limited, an affiliate of Moody’s, has entered into definitive agreements for the acquisition of 100% shareholding in Fintellix India Private Limited (“Fintellix”), from LFG Services Mauritius Holdings and G2 Acquisition Inc., for a consideration of USD 26 million (INR 225 Crores). The Sellers are part of the Stellex Capital Management group, a US based private equity firm. Fintellix, a Bengaluru based product-led company, specializes in risk, supervisory, and data analytics solutions, offered on its proprietary data platform. Fintellix enables global financial sector entities to meet regulatory requirements while efficiently managing data and providing superior analytics. Saraf and Partners acted for ICRA Limited on all aspects of the deal, including legal due diligence and structuring, as well as the drafting negotiation and finalization of the definitive agreements. The transaction team was led by Senior Partner, Vaibhav Kakkar, and Partners, Snigdhaneel Satpathy and Debarpan Ghosh. Samvad Partners acted for the selling shareholders. ICRA Limited is one of India’s leading credit rating agencies, and along with its subsidiaries is a preferred partner in providing best in class and independent research and analytics solutions. ICRA’s shares are listed on the Bombay Stock Exchange and the National Stock Exchange and the international credit rating agency Moody’s Investors Service is ICRA’s largest shareholder. The acquisition of Fintellix will strengthen the ICRA Group’s portfolio of credit risk assessment and monitoring tools by adding risk reporting capabilities to its existing solutions. ICRA’s existing portfolio includes credit risk software solutions, early warning systems (EWS), and asset classification tools. Deal Value: USD 26 million Signing Date: June 12, 2025 For any further information, please contact: Sanya Sud Corporate Communications Executive, Saraf and Partners Mobile: +91 9958677011

DMD Advocates advised Elite Mindset Private Limited (owner of the SuperYou), along with Think9 Consumer Technologies and Nikunj Biyani, in connection with the legal documentation for the investment by Rainmatter Investments, a venture capital arm of Zerodha, and Gruhas Collective Consumer Fund, which is backed by Nikhil Kamath and Abhijeet Pai. Elite Mindset was founded by Nikunj Biyani, and is supported by Think9 Consumer Technologies, a multi-brand platform backed by Ashni Biyani. In November 2024, actor Ranveer Singh acquired a 50% stake in Elite Mindset. The company’s flagship brand, SuperYou, currently offers protein bars and plans to expand into adjacent health-focused categories, targeting health-conscious Indian consumers. The transaction was led by Vihang Virkar (Lead Partner, Mumbai Corporate Practice Group), along with Monika Deshmukh (Partner), Pooja Shah (Principal Associate), and Vanshikha Choraria (Associate).