Author name: CBCL

[By Aditya Kumar and Samridhi Singh] The authors are students of Chanakya National Law University, Patna Introduction In the era of online campaigns and global movements, corporate entities have found a place for themselves to engage with the larger social discourse either through their strong advertising campaigns or their ESG commitments. What has become a trendy PR activity for most companies, especially post the success of the Nike campaign on the lines of Black Lives Matter, was initially set out to instil a sense of broader responsibility towards society and governance. This is precisely where the threat of purpose washing knocks at the door of corporate giants, with the tide turning on their faces in several instances when their practical actions fall short of their larger PR budgets. Companies like Gillette, Coca-Cola, and McDonald’s have done their fair share of what is known as Woke Washing, a subset of Purpose Washing apart from Greenwashing. Although these terms have minute differences, they share the common thread of inconsistent action when it comes to purposes beyond profit maximisation. Purpose washing, as defined in the Securities Exchange Board of India (“SEBI”) Circular titled ‘Framework for Environment, Social and Governance (“ESG”) Debt Securities (other than green debt securities)’ (hereinafter referred to as the “SEBI Circular”) dated June 05, 2025, refers to false, misleading, unsubstantiated, or otherwise incomplete claims regarding the purpose of issuance of bonds. The SEBI Circular, in pursuance of the Circular dated December 2024 and Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (“NCS Regulations”), introduced the regulatory framework for social bonds, sustainability bonds, and sustainability-linked bonds. Notably, one of the regulatory parameters covered the compliance for curbing purpose washing in cases of issuance of social and sustainability bonds. The SEBI Circular on ESG Debt Securities excludes sustainability-linked debt securities from the ambit of compliance, and it mandates keeping purpose washing in check. This specific lacuna, apart from the others, poses a serious threat to the overall purpose of the Circular itself. With this premise, the article explores the regulatory compliance for sustainability-linked debt securities and critically evaluates the void in the framework curbing purpose washing. Differing Compliances for Debt Securities ESG Debt Securities, other than green debt securities, are largely distinguishable from each other on the basis of the primary objective for which they are to be utilized. Social bonds, on the one hand, are utilized for social projects initiated to alleviate a social issue (a list of which is mentioned in the SEBI Circular). Sustainability bonds are issued for financing or refinancing of green projects and social projects as defined in the Circular. However, the third category of debt securities, i.e., sustainability-linked debt securities, does not have any set parameters of activities or objectives for which it is issued. These instruments address the predetermined goals of the issuer, furthering their broader sustainability objectives. Contrary to social and sustainability bonds, which are ‘use proceeds’ and are utilized for a specific purpose, sustainability-linked bonds attend to the sustainability goals of the issuer itself. Due to the differences in the nature of the debt security, the compliance that follows also differs significantly. Sustainability-linked debt securities are measured using Sustainability KPIs against predefined Sustainability Performance Targets (SPTs). The initial disclosures to be made by the issuers of sustainability-linked bonds revolve around the rationale for the issuance and its consistency with the broader sustainability strategy of the issuer. Moreover, the details of the KPIs and SPTs, and their modus operandi for carrying out risk assessment, need to be disclosed initially. The issuer, under this, can also elect an ESG committee in order to monitor the performance under the issuance of debt securities. These initial disclosure compliances differ significantly from those of social and sustainability bonds as they are more inward-looking in nature. They demand contemplation and introspection from the issuer as it functions as its own assessor while achieving the sustainability targets defined by it. The compliances enable the issuer (who is more of a self-serving referee in this case) to play from both sides of the fence Where the reality differs from this presupposition is when the independent third-party report surfaces in the continuous disclosures filed by the issuer. As opposed to the use proceeds, where the majority of post-issue compliance obligations revolve around reporting the utilization of the proceeds and their subsequent social impact, KPI-based securities depend on the international standards for post-issue compliance. The predicament with international standards arises from the leniency granted by the regulator to issuers in choosing the standard they wish to comply with. Certain standards, like indicators of the European Union, present a discrepancy in the compliance requirement for green bonds and sustainability-linked bonds, where, on one hand, for the former, it offer robust protections to investors, and for the latter, the disclosure requirements remain voluntary in nature. This, in pursuance of the prior heavy-handedness of the issuer in the initial disclosure, puts the investor in a dubious situation. Essentially, it demands that the investor be active in ascertaining the protections offered by the international standard to be adopted by the issuer, as mentioned in the offer document, along with the report of the reviewer for the issue of sustainability-linked debt securities. The curious case of purpose washing Although it appears that the SEBI Circular intends to remain consistent with the international standards by requiring SPTs to be ambitious and material, it fails to maintain a robust mechanism to keep the threat of purpose washing in check. Interestingly, the compliance mentioned in the Circular to curb purpose washing does not require any such compliance on the part of issuers of sustainability-linked bonds. For debt securities with the flexibility and lack of end-use restrictions, like that of sustainability-linked bonds, a complete absence of adherence to any set of rules for purpose washing puts investors in a turbulent position, as the fluctuations in the interest rates on these bonds rely on the fulfillment of the targets set by the issuer. Considering the overbearing

[By Kushagra Prasad] The author is a student of Gujarat National Law University Introduction: Governance Gaps in MIIs Market infrastructure Institutions of India, including the stock exchange, clearing corporation, and depositories, have come under increasing scrutiny for their governance structures. Keeping in mind their strategic positioning within capital markets and possible conflict of interest, the Security Exchange Board of India (SEBI) issued a consultation paper on 24 June 2025 that required the appointment of two distinct Managing Directors (MD) level professionals: one to manage core business and trading, and another for risk, compliance and investor grievance-related functions. The additional officer will be an independent board member, standing equal to current MDs, and will report quarterly to the MII board and SEBI. This change addresses long-standing issues that MIIs have had, such as too much power vested in one MD-led system, and has reduced oversight of critical compliance and risk activities. SEBI seeks to strengthen internal control, minimize conflict of interest, and ensure board-level attention to core regulatory activities by splitting up senior leadership. Can introducing the dual C-suite model enhance and align India’s MIIs with global standards? This blog piece analyses whether such a change can help increase institutional integrity and investor trust, or run the risk of operational difficulties and boardroom disharmony. Policy Genesis and SEBI’s Justification The proposal for SEBI’s dual C-Suite model for MIIs is far from arbitrary. It emerges as a conscious response to a trio of pressing governance challenges. Firstly, the rising complexity in derivatives markets means that existing single-headed executive structures struggle to maintain adequate risk oversight. With the growing sophistication in derivative instruments, MIIs need specialized executive roles to parallel manage trading, counterparty risks, compliances, and technology. Secondly, the failure of investor protection, such as misreporting, privileged trading access, and poor internal controls, has heightened the conflict-of-interest risk inherent in vested executive arrangements. The consultation paper suggests that segregated leadership should be used to make sure that risk and compliance are not secondary to commercial objectives. Thirdly, risk oversight failures have flagged that accountability under a single MD/DEO often becomes opaque. SEBI analysis concludes that operational priorities can overshadow critical risk posture without bifurcation. These core concerns are reflected in the consultation paper: The regulator directs quarterly meetings barring the MD/CEO, allowing autonomous board-level executives to assess risk and governance concerns without commercial bias. It demands appointment of independent board-level executive directors handling core verticals, one for operations/trading and another for risk/compliance, each with voting rights at the board level and equal standing to the MD. It also institutes a direct reporting channel for SEBI, with the new Executive Directors (Eds) submitting quarterly reports to the board and the regulator. They will meet SEBI’s regulatory/risk committee separately, ensuring transparency and eliminating bottlenecks. By advocating the separation of faces of governance, operational leadership at one end, risk/compliance leadership at the other, autonomous board oversight, and quarterly regulatory interaction, SEBI seeks to eliminate loopholes within internal checks and accountability. This disciplined approach aligns MIIs with worldwide checks & balances practices: independent directors empowered, separation of essential responsibilities, and emphasis on regulatory openness. The outcome is a regulatory structure set to maintain investor confidence, raise risk resilience, and avoid conflicts, without sacrificing the growth and innovation of India’s increasingly complex financial markets. Comparative Governance Lens The MIIs reflect an increasing prioritization of independence and risk mitigation globally, particularly within C-suite leadership roles. The UK’s ring-fencing model stands as a classic example. Since 2019, central UK banks have been required to ring-fence all core retail banking activities from riskier investment banking operations. This architecture demands legal and operational separation and imposes ring-fenced governance structures empowered to act independently, ensuring safeguard of retail banking against plague from the group’s wider exposures. Governance is operationalized through differentiated management teams, board committees, and, crucially, distinct Chief Risk Officer (CRO) roles assigned with autonomous oversight of ring-fenced entities. The CRO is protected from any undue influence by other business segments, reflecting the country’s commitment to functional risk management through structural independence.Similarly, the US markets are subject to tightly controlled dual regulation by federal and state governments, with exchanges being multi-layered and supervised by the Securities and Exchange Commission (SEC) and other organizations. This divided regulatory environment ensures that executive risk functions, such as CROs, are subject to internal checks and external supervision, thus dispersing concentrated power and making the market participants accountable. US exchanges should be required to identify compliance and risk roles with direct reporting lines to independent board committees, further enhancing transparency and responsible risk-taking. Turning to the Indian baseline, SEBI’s existing governance climate already reflects a degree of functional segregation, for instance, by excluding Managing Directors from audit committee chairs. Still, the consultation paper underscores that current practices vest overarching authority in the MD, potentially diluting operational, risk, or compliance oversight. The proposed dual C‑suite mechanism strengthens this segregation by mandating that each ED matches the MD in stature, reports directly to the governing board and SEBI, and is prohibited from holding external board positions beyond narrow exceptions. Expected Benefits v. Practical Challenges The model can potentially change MIIs like stock exchanges, clearing corporations, and depositories. On the positive side, it strengthens in-house checks and inculcates a more focused attention to risk. By keeping one ED to oversee essential operations (trading, clearing, settlement) and another to lead regulatory, compliance, risk management, investor grievance, the structure builds redundancy into the leadership pyramid, bolstering oversight in areas prone to systemic failure. In addition, SEBI’s framework encourages more transparent governance and balanced budgets. EDs will be required to report to Sebi and the governing board every three months resulting in greater board-channel confidence and higher investor trust. With this, the perceptions of investors are likely to improve. MIIs will appear less profit‑motivated and more utility‑led, increasing retail and institutional credibility. This also pre-empts frequent SEBI notices cautioning against over-commercializing MIIs, pointing to increasing dividends and profit margins, by reasserting their public‑utility purpose. That said, ambition could run counter to implementation.

[By Anikait Chawla and Chinmaya Saraswat] The authors are students of Gujarat National Law University On 7 August 2025, the Securities and Exchange Board of India released a consultation paper called, “Proposals for Ease of Doing Business for Investment Advisers and Research Analysts” (the Paper). The Paper aims to lower procedural barriers for advisers and analysts while keeping investor protections in place. It builds on changes from December 2024 that gave advisers more fee flexibility and cleared up onboarding steps. The Paper addresses six persistent market concerns: the limited ability to share past performance, unclear rules on second-opinion services, short corporatization timelines, narrow qualification criteria, and repetitive documentary checks. SEBI tied these easing measures to safeguards such as certification, disclaimers and time limits. The regulator wants to make life easier for advisers while keeping verification where it matters. 1.Regulatory backdrop and principal proposals The Investment Advisers Regulations, 2013 (IA) and the Research Analysts Regulations, 2014 (RA) set rules for who may advise, how research should be published, and what disclosures advisers must make. Those rules helped professionalise a market that had relied on informal practice. As advisory work evolved, the rules showed strain. Firms and solo advisers report repeated documentary checks, academic thresholds that block experienced practitioners, and disruption when individuals convert to a corporate form. Small advisers feel these burdens most because they lack in-house compliance teams. SEBI responds with a significant change aimed at broadening eligibility. Any graduate could register if they pass the relevant NISM exam. That keeps a baseline of competence while allowing more professionals to enter the market. The Paper would permit one-to-one sharing of certified past-performance data when a prospective client requests it. Advisers may present certified results to interested clients, with mandatory disclaimers and a time-limited allowance. The approach lets advisers show a genuine track record without enabling mass-market promotion of unverified returns. The Paper also formalises second-opinion services. Advisers often give informal second opinions on products distributed by others. SEBI would let advisers charge for those services within capped arrangements and with clear disclosure. The Paper references a 2.5 percent ceiling as a guardrail. It also proposes annual consent for ongoing fee arrangements so clients stay informed about layered charges. On corporatization, SEBI proposes a longer transition window and limited client onboarding during conversion. The current short period often forces advisers to pause or alter services. Extending the window, while requiring continued professional-liability cover and client notice, aims to smooth the process without reducing accountability. Additionally, the Paper aims to prune redundant documentary checks. Repeated proofs of address, multiple credit reports and duplicate tax submissions add time and cost without improving oversight. SEBI suggests replacing many routine checks with digital verification, sworn declarations and targeted spot checks. That approach redirects supervisory effort toward risks that matter for investors. Taken together, these measures show SEBI trying to reduce admin friction while keeping guardrails. Certification, templates and sunset clauses serve as those guardrails. The outcome depends on how precise and operable the implementing rules become. 2.Implementation challenges and standardisation requirements The reforms will succeed only if SEBI provides clear technical guidance and reasonable timelines, beginning with standardisation, since past-performance disclosures help clients only when advisers calculate and report returns uniformly.. SEBI should mandate a template that shows one-, three- and five-year gross returns, the corresponding net returns after fees, the benchmark used for each period, start and end dates, and a short note on the calculation method. The template should explain how to treat cash flows and whether to use time-weighted or money-weighted returns. It should also describe how to present multi-asset strategies. Without that clarity, numbers will be hard to compare and easy to manipulate. Verification should remain proportionate, and while chartered-accountant certification provides a strong safeguard, its costs weigh most heavily on small advisers. . SEBI should provide tiered options wherein larger firms can use full certification, mid-sized firms can rely on accredited third-party verifiers or audited internal reports and the small advisers can face random audits or accept higher liability if they self-certify. These alternatives keep oversight while avoiding a one-size-fits-all burden. Record-keeping and consent require fundamental digital systems. To track consent renewals, provide client-specific performance, and maintain auditable records, advisers will require secure solutions. SEBI ought to establish minimal technical requirements and permit gradual adherence. In order to prevent smaller firms from falling behind, the regulator can also promote open-source toolkits and low-cost vendors. Supervisory inspections will be sped up and conflicts will be decreased with the explicit guidelines on encryption, retention periods, and access limits. Digital verification can reduce documentation without compromising oversight. By connecting checks to trustworthy databases like PAN and verified tax records, SEBI can implement a verify-once paradigm. This lessens the need for duplicate checks, but it also necessitates privacy protections, backup plans in case of system failures, and a clear understanding of who is responsible for automated checks that go wrong. Efficiency and safety would be balanced by a hybrid architecture that automates regular inspections and saves manual review for outliers. The chartered-accountant requirement raises timing and cost questions such as who bears the charge and when must certification occur? SEBI could allow phased certification, for example a short self-certification period followed by formal attestation within a defined window, or it could permit accredited data providers to give standard attestations. Both options would maintain verification while easing the burden on small firms. Surveillance and enforcement must match a lighter prescriptive approach. A disclosure-led model needs better detection tools such as sample audits, anomaly detection and proportionate penalties that deter misuse. SEBI should build risk-scoring systems that flag outliers and support those systems with periodic manual checks. Targeted enforcement will keep the regime credible without reverting to blanket paperwork requirements. Finally, continuing competence matters. NISM exams can remain the baseline, but advisers should complete modest annual training and face occasional competency checks. Regular education and random assessments will keep standards current and reduce the risk of persistent low-quality advice. These measures, precise templates, tiered verification,

[By Ayushika Sinha] The author is a student of Symbiosis Law School, Pune. Introduction India’s IPO market in 2025 has shown remarkable resilience despite global uncertainties, with 108 IPO deals raising $4.6 billion in the first half of the year and a surge expected in the second half. A key factor is the trend of reverse flipping where startups are redomiciling their holding companies from overseas jurisdictions back to India. The Securities and Exchange Board of India (SEBI) held its 210th board meeting on 18 June 2025, following the public consultation undertaken in March 2025 introduced changes to simplify the IPO path in India’s maturing capital markets. This article examines SEBI’s recent regulatory overhaul to accelerate startup listings and ease capital flows. It focuses on three areas, including ESOP retention for founders, OFS eligibility for converted securities and accreditation under the AIF regime. While the reforms strengthen India’s position as a global innovation hub, the article critically examines both the opportunities and challenges it poses. Catalyzing Innovation: SEBI’s Bold Steps Firstly, SEBI approved a proposal for founders to retain Employee Stock Options (“ESOPs”) even after being designated as promoters and the company becoming a listed entity. It addressed the ambiguity of ‘one year look back period’ surrounding the proposed amendment on March 20, 2025, clarifying that now for retaining ESOPs must be granted at least one year prior to the filing of Draft Red Herring Prospectus (“DRHP”). Secondly, it has clarified regulation regarding investors holding Compulsorily Convertible Securities (“CCS”) under an approved scheme. According to previous guidelines such investors were subject to wait for at least a year following the IPO before selling their equity in the OFS. With the revised norms, SEBI has now permitted equity shares arising from converted CCS to be included in the OFS. Additionally, certain non-promoters (AIFs, FV, insurance companies, etc) can contribute converted shares towards the Minimum Promoter Contribution (“MPC”). Thirdly, SEBI mandated accreditation of all investors in Angel Funds without the requirement of a minimum investment threshold and will be conducted by SEBI-recognized agencies based on their financial strength and risk appetite. Under the new framework, an investor must meet one criterion: annual income exceeding ₹2 crore, annual income above ₹1 crore and a  net worth exceeding ₹5 crore (including at least ₹2.5 crore in financial assets), or a net worth exceeding ₹7.5 crore (including at least ₹3.75 crore in financial assets), replacing the earlier qualification based on net tangible assets of ₹2 crore, experience-based eligibility and a minimum ₹25 lakh investment. Lastly, Accredited investors (AIs) will be treated as “Qualified Institutional Buyers” (QIBs) solely for investments in angel funds pursuant to consultation paper issued on February 21, 2025. This circumvents the 200-investor cap imposed under Section 42(2) of the Companies Act, 2013. Decoding the Reforms This development has been welcomed across the startup ecosystem as it resolves regulatory hurdles ensuring that provision including amendments allowing startup founders to retain ESOP post-IPO under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, exemptions for equity converted from CCS from open offer requirement under Regulation 10(1)(d)(ii) of the SEBI Takeover Regulations and facilitation of accreditation of investors for participation under the SEBI (Alternative Investment Funds) Regulations, 2012 to incentivize long-term commitment rather than short-term structuring From a market standpoint, the reform will accelerate the IPO pipeline by making the public listing process more founder and investor friendly and reducing key deterrents such as ESOP forfeitures, compliance of heavy cap tables, delayed exits due to OFS and CCS restrictions and accredition hurdles for early investors for domestic IPO for high growth startups. The regulatory shift modernizes capital markets and attracts more startups to Indian exchanges in the current increase of volume of startups preparing for IPOs in India, especially companies like PhonePe, Zepto and Pine Labs.. ESOP Retention: Previously, SEBI listing rules made no distinction between traditional promoters and startup founders barring both from holding ESOPs once made public. Under Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014, and Regulation 2(1)(i) of SEBI (Shared Based Employee Benefits and Sweat Equity) Regulations, 2021 promoters are not considered employees and thus cannot receive ESOPs, except in the case of startups within 10 years of incorporation. However, under Section 62(1)(b) of the Companies Act, 2013 and ICDR norms, founders are reclassified as promoters upon DRHP filing, As promoters they are no longer considered employees making them ineligible to hold ESOPs creating confusion and forcing them to forfeit ESOPs before an IPO.. This regulatory conflict hindered founders of startups because they often earned lower salaries depending upon ESOPs after equity dilution. This would happen across multiple fundraising rounds, especially in tech-driven startups. This forced many to rework their cap tables ahead of IPO just to maintain eligibility increasing complexity and uncertainty for deferred compensation. The recent approval aims to protect legitimate remuneration preventing regulatory misuse. The change enables founders to maintain their ESOPs post-listing aligning their incentives with the long-term performance of the company and remaining committed post-IPO. Although through new rules existing ESOPs can be retained, there are still no provisions for granting ESOPs post-IPO. Such limitation discourages long term incentives to promoters resulting in further dilution of their ownership with each new issuance. Approval of fresh ESOPs grants after listing would therefore provide greater protection and incentive for founders. Furthermore, critics also argue from a corporate governance standpoint that this can lead to double dipping wherein promoters already benefit from control, voting rights, Dual-class shares and often sweat equity (Section 54 of the Companies Act, 2013). This change will allow them to retain from employee-focused ESOPs creating conflict of interest. As it will enable promoters to extract disproportionate wealth at the expense of minority shareholders and prioritizing personal gains over company performance. For example, ESOPs could allow promoters profit from stock price appreciation driven by their strategic decisions along with their existing control potentially leading to self-benefitting actions such as inflating valuations or delaying exits to maximize ESOP gains. These may

[By Ayushman Shrivastava] The author is a student of Hidayatullah National Law University (HNLU), Raipur Introduction In July 2025, the Reserve Bank of India (“RBI”) issued its Master Direction – Reserve Bank of India (Electronic Trading Platforms) Directions, 2025 (“2025 Master Directions”), replacing the 2018 framework and the earlier 2024 draft. At its heart, this latest framework signals a decisive pivot: steering ETP activity firmly onshore. The RBI’s rationale is twofold. First, by bringing more trading within domestic regulation, it seeks to enhance transparency, prevent market abuse and strengthen risk controls—goals first signalled in its 2017 Statement on Developmental and Regulatory Policies.           Some of the key procedural refinements include scrapping the two-stage in principle approval (a six‑to‑twelve‑month preliminary hurdle) and shifting applications to the RBI’s PRAVAAH portal. Yet beneath this aim for efficiency lies a more stringent regime at its core. Banks and primary dealers enjoy an exemption but still remain subject to the RBI’s discretionary mandates. While the regulator’s Alert List has expanded, due diligence has been strengthened through cross-agency information-sharing, and selective licensing is now established as a “will” rather than a “may”. That is to say, where previous drafts implied the RBI would be at liberty to exercise discretion in determining who would be authorized to carry on ETPs, the 2025 Master Directions leave no doubt that the RBI will be selective.  Code, Compliance, and Control: RBI’s Stepwise Redesign of ETP Norms (2017–2025) India’s journey to regulate Electronic Trading Platforms (ETPs) is not just a chronological evolution, but also a systematic tightening of regulatory precision and technological scrutiny.. Its origin lies in RBI’s 2017 Statement on Developmental and Regulatory Policies, where it identified the necessity for a strong ETP framework—designed to promote transparency, prevent settlement risk and contain market manipulation. This was followed by the Electronic Trading Platforms (Reserve Bank) Directions, 2018, which further categorised ETPs as any electronic system (other than recognised stock exchanges) to carry out transactions in “eligible instruments” such as government securities, money market instruments and forex derivatives. The 2018 guidelines mandated ETP operators to have strong audit trail mechanisms, ensure end-to-end encryption, achieve uptime and latency standards and keep data locally. However, partial exemptions were chiselled out for scheduled commercial banks, which were exempted from similar eligibility criteria. In response to the emergence of new grey zones – especially those involving offshore operators and algorithmic trading – the 2024 Draft Directions were introduced by the Central Bank. Furthermore, these directions also marked a departure from old practices. They prescribed model risk management practices, pre- and post-trade measures and even mandatory FATF-country integration for offshore ETPs. Quarterly detailed disclosures were also required, which included spikes in latency, market abuse and cyber-attacks. The recent 2025 Master Directions, however, go further, not through rule volume, but precision, emphasising targeted controls over broad prescriptions.The residency clause has now been removed, and it has also subtly shifted the definition of “entity” to include anyone, anywhere. Algorithmic trading is now subject to specific control layers: message throttling, price collars, execution slippage analysis and audit logs. The requirements of information security are no less strict-compulsory CISA or CERT-In empanelled IT audit, BC-DR drills, real-time SIEM logging and role-based access governance are now a necessity. Most importantly, perhaps, RBI now has the authority to tap into the intelligence of any Indian regulator, SEBI, FIU, or the Ministry of Corporate Affairs, as the case may be. This sneaky insertion of cross-regulatory due diligence reflects a regulatory environment that is no longer content with surface-level compliance-based regulation, but one that is based on systemic control and traceability. Digitising Control: RBI’s Authorisation Framework Enters a New Era The 2025 Master Directions are a paradigm shift in the manner in which the Reserve Bank of India (RBI) exercises its gatekeeping functions over Electronic Trading Platforms (ETPs), namely by digitising its procedures and by tightening its  discretionary thresholds. On one hand, the administrative streamlining is being presented positively on the surface; on the other hand, the regulatory position is more discriminatory and control-oriented. Among the most important procedural innovations, it is worth noting the shift of the entire authorisation process to the PRAVAAH portal. Unlike the traditional manual filing system mandated  under the 2018 guidelines and reiterated in the 2024 Draft Directions, PRAVAAH enables streamlined processing through real-time monitoring, automated data entry, and document standardisation standardised documentation. As a matter of commercial law, this reduces procedural opacity, while formalising the way RBI gathers data and audit trails. This gives the regulator systematic visibility into applicant behaviour and compliance preparedness. Just as important is the elimination of the “in-principle” approval process, which under the 2024 Draft was a soft filter with a six-month shelf life. The 2025 Directions subsume the two-step model into one full-fledged application. Although this might eliminate procedural exhaustion, it also requires the institutional world to be fully ready from the beginning. Significantly, the RBI has changed its stance from permissive to selective. The text of Section 9(b) of the 2025 Directions is that RBI “will be selective” in granting ETP authorisations, abandoning the discretionary “may” of the previous draft. This transition from optional discretion to mandatory selectivity has profound commercial implications. Legal entities including entities with pre-existing foreign approvals are now required to prove capital adequacy, operating resilience and strong systems of compliance attuned to Indian legal standards. In effect, RBI’s digitalisation drive is not merely administrative, but also structural. Authorisation is no longer just a compliance formality; it is a threshold test for market entry, tightly guarded by centralised, data-driven discretion. Jurisdictional Retrenchment: Phasing Out Offshore ETPs and Redrawing Boundaries One of the major policy changes that is evident in the 2025 Master Directions is the explicit removal of the extensive offshore ETP system proposed in the 2024 Draft Directions. The draft proposed a systematic form of regulatory regime on offshore platforms, which included incorporation in a jurisdiction identified by FATF, individual registration by RBI and prohibition on rupee derivatives trading. It also comprised the requirement of continuous monitoring, reporting