B&P Insights

 

 

We are pleased to present the 1st edition of B&P Insights.

India continues to see significant legal and regulatory developments affecting businesses, investors and financial institutions. This edition highlights recent developments in corporate transactions, competition, insurance, capital markets and dispute resolution, focusing on changes with the greatest practical impact on those operating in, investing in or dealing with India.1

 

 

 

 

 

On 15 March 2026 by way of Press Note 2 (2026 Series), he approval regime for investments linked to countries sharing a land border with India was revised. Approval previously applied where the investor or any beneficial owner was based in such a country.

The revised test focuses on citizenship rather than residence. For entities, approval is required only where beneficial owners collectively hold at least 10% or exercise control or significant influence over the investor or Indian target. Global PE and VC funds may, therefore, invest without approval where relevant limited partners remain below 10% and have no special rights. Other investments must be reported in a form yet to be prescribed.

 

 

From 10 September 2024, India revised its merger control regime. A Competition Commission of India filing may be required if enterprise level thresholds are met (Indian assets of INR 25 billion (~USD 263.60 million) or turnover of INR 75 billion (~USD 790.81 million)) or group level thresholds are met (Indian assets of INR 100 billion (~USD 1.05 billion) or turnover of INR 300 billion (~USD 3.16 billion)), with corresponding worldwide thresholds requiring an India nexus. A separate deal value threshold applies where consideration exceeds INR 20 billion (~USD 210.88 million) and the target has substantial business operations in India.

A de minimis exemption may apply where the target’s Indian assets are below INR 4.5 billion (~USD 47.45 million) or its Indian turnover is below INR 1.2 billion (~USD 12.65 million), unless the deal value threshold is met. Acquisitions below 10% may be exempt if they confer no control, board or observer rights, or access to commercially sensitive information. Acquisitions of 10% to 25% must also involve no business overlap. Transactions without overlap may qualify for the accelerated green channel process.

 

India has expanded its simplified merger process to combinations involving start-ups, small companies, holding companies and their wholly owned subsidiaries, certain unlisted group companies, and a foreign parent merging with its wholly owned Indian subsidiary, subject to foreign exchange approval. 2 or more unlisted companies may also qualify if specified debt, deposit, default and auditor certification conditions are met.

Since 4 September 2025, the process also covers qualifying divisions and business transfers. Notices inviting objections must be sent to relevant sectoral regulators and, for listed companies, the relevant stock exchange.

 

 

 

On 20 December 2025, India amended the Insurance Act, 1938, the Life Insurance Corporation Act, 1956 and the Insurance Regulatory and Development Authority Act, 1999. The amendments permit 100% foreign investment in Indian insurers, subject to prescribed conditions, and broaden key statutory definitions, including health insurance and insurance intermediaries.

Insurer investments are now governed by regulations. Directors and officers face tighter cross-board restrictions, while intermediary registrations remain valid unless suspended or cancelled, subject to an annual fee. The maximum penalty has increased from INR 0.01 billion (~USD 105,441) to INR 0.1 billion (~USD 1.05 million), assessed by the breach, gains, policyholder loss and mitigation.

 

 

 

Recognised Indian start-ups may qualify for tax, procurement and accelerated patent-processing benefits. A 4 February 2026 notification created a deep technology category for businesses based on new scientific or engineering knowledge, intensive research and development, novel technology, long development periods and significant capital needs.

Eligible entities now include co-operatives. Annual turnover limits are INR 2 billion (~USD 21.09 million) for start-ups and INR 3 billion (~USD 31.63 million) for deep technology start-ups. Recognition lasts up to 10 years, or 20 years for deep technology start-ups. During the recognition, non-core investments in land and buildings, loans, advances, securities, high-value non-operational transport vehicles and jewellery are generally prohibited.

 

 

Previously, an issuer could vary the fresh issue size disclosed in the draft offer document by up to 20%, and an offer for sale by up to 50%, without re-filing.

Following market uncertainty in early 2026, the Securities and Exchange Board of India (SEBI) permitted, on a case by case basis, fresh issue variations of up to 50% for offerings opening before 30 September 2026. The main objects could not change, and the revision had to be disclosed by addendum.

SEBI has removed its prior consent requirement. Lead managers must ensure that revisions are adequately justified. The framework applies to offerings opening by 31 March 2027.

 

 

SEBI has notified a common advertising code for regulated entities. Advertisement broadly includes endorsements by social media influencers and computer-generated virtual influencers. Celebrity promotion is allowed only at the brand or entity level, subject to approval by SEBI or the relevant supervisory body; promotion of specific products or services remains prohibited. Endorsement costs cannot be passed to clients or mutual fund schemes.

Advertisements must identify the regulated entity and include prescribed disclosures. They cannot be false, misleading or ambiguous, or use testimonials, disparagement, cross-category comparisons, promotional incentives, unwarranted claims, dark patterns, ratings or rankings. Specified non-promotional educational and informational communications are excluded. Promotional character depends on tone, prominence and call to action.

 

In an October 2026 consultation paper, SEBI proposed stronger monitoring and disclosure of issue proceeds, including:

a.Requiring a monitoring agency for all public offerings, rights issues, preferential issues and qualified institutions placements, regardless of issue size;

b.Extending monitoring to specified pre-offering proceeds, deposits with scheduled commercial banks, issue expenses and downstream use by recipient entities; and

c.Allowing stock exchanges to impose a penalty of INR 50,000/- (~USD 527) where an issuer fails to provide information. The monitoring agency could report directly to the stock exchange using the best available information and flag non-cooperation. Continued non-compliance or non-payment could, after notice, lead to freezing promoters’ securities accounts.

 

 

 

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