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Public Comments received on the proposed amendment to IFSCA(TAS) Regulations, 2025
Sr. Reg. No. Comments/ Suggestion/ Proposed Amendment Detailed rationale Other supporting information/
No. global best practices
1. Chapter V(A) Chapter V(A) is proposed to be inserted in IFSCA (TechFin The entity proposing to act as TCSP provider would prefer simple
and Ancillary Services) Regulations, 2025 to enable TCSP and light touch regulations rather than detailed and onerous
framework. regulations which cast multiple responsibilities on TCSP
providers.
However, the said Chapter contains detailed clauses on
various aspects such as For example, Regulation 10K of the draft regulations cites
several instances wherein IFSCA may suspend or cancel the
• Regulation 10(C) – Eligibility Criteria
registration of TCSP. However, regulation 19 of the IFSCA
• Regulation 10K – Suspension and cancellation
(TechFin and Ancillary Services) Regulations, 2025 provide
Our suggestion is to make the chapter V(A) light touch.
regulations with respect to ‘Action in case of default’ which states
that IFSCA may initiate any action, as it may deem fit, in case a
In cases where the relevant regulation is already prevailing in
TechFin and Ancillary Service Provider contravenes any of the
IFSCA (TechFin and Ancillary Services) Regulations, 2025,
provisions of these regulations, circulars, guidelines or directions
the reference should be made to the said regulation. For
issued thereunder.
example, as regards eligibility criteria, the reference can be
made to Regulation 5 of the IFSCA (TechFin and Ancillary
Typically, all the regulations issued by IFSCA to govern various
Services) Regulations, 2025.
businesses in GIFT IFSC have been light touch considering the
objective of IFSCA of facilitating ease of doing business in GIFT
IFSC. Accordingly, our suggestion is to have a light- touch
regulations for TCSP service providers in GIFT IFSC.
2. NA TCSP Licensing – Tiered / Risk-Based Framework Rationale Global Alignment
Change Required Current framework is uniform, does not differentiate complexity Singapore: Tiered licensing
under ACRA
Introduce tiered licensing: Value Addition
UAE (ADGM/DIFC): Category-
• Basic TCSP (administrative services) • Encourages new entrants
based licensing.
• Advanced TCSP (fiduciary, trustee, nominee roles) • Aligns regulatory burden with risk
• Promotes innovation + competition Ireland: Differentiation under
corporate service provider
regime3. NA Strengthening AML/CFT with Global Interoperability Rationale Global Alignment
Change Required Framework is strong but not explicitly benchmarked to FATF best Singapore: Strict AML for
practices TCSPs
• Align TCSP AML norms with:
• FATF Recommendation 22 & 28 Ireland: Central Beneficial
• Introduce UBO registry integration Ownership Register
Value Addition
• Mandatory use of RegTech solutions
UAE: Enhanced UBO disclosure
• Enhances global credibility
regime
• Facilitates correspondent banking relationships
4. NA Professional Indemnity & Capital Requirements – Rationale Global Alignment
Calibration
Currently principle-based → may lead to inconsistency • Defined thresholds in Singapore
Change Required & UAE
Value Addition
• Define :Minimum capital thresholds for TCSPs
• Ensures minimum quality standards.
• Insurance coverage benchmarks
• Builds market confidence
5. Annexure 2 The permissible services for TCSP should preferably be
expanded to include to manage the day-to-day corporate
governance and administrative functions of the SPV,
including board support, statutory filings and beneficial
ownership registers. They should also be allowed to provide
Regulation
ongoing company secretarial and compliance support,
10D(1)
ensuring that any changes to directors, service providers or
transaction terms are properly documented and implemented.
6. General Over and above this, in our view, the core issue of
bankruptcy remoteness of the SPV still remains to be
addressed. The TCSP may hold shares of the SPV as a trustee
for and on behalf of either a charitable trust or the Investor
Education and Protection Fund to be set up under the IFSCA
statutes. If the beneficiary is any for-profit vehicle, or if the
shareholder is a for-profit vehicle directly holding for its own
behalf and not in trust for a not-for-profit, the issue ofbankruptcy remoteness does not get addressed. The key
roadblock to a not-for-profit being a beneficiary was also
stemming from KYC requirements for such no-for-profit and
our original suggestion to have something akin to a statutory
fund being a beneficiary may be a better option.
7. Annexure 1 It is suggested that clarity may be provided that compliance Trustees act in a fiduciary and oversight capacity and do not have This approach is consistent with
with minimum owned fund shall be the responsibility of the operational control over the capital structuring or funding the established trustee
SPV / sponsor and shall not impose additional capital decisions of SPVs. Clear allocation of responsibility ensures that framework, wherein trustees are
adequacy monitoring obligations on the trustee beyond accountability for capital adequacy remains with the SPV and its not responsible for day-to-day
supervisory oversight. sponsors, while trustees continue to perform their supervisory financial management or
role without assuming operational or financial management capitalization decisions, and
responsibilities. aligns with principles of
proportional regulation and role
clarity under existing regulatory
regimes.
8. Regulation It may be clarified that the definition of TCSP is intended to Clear definitional boundaries will avoid regulatory overlap and -
10A- cover service providers acting in an administrative, fiduciary unintended characterization of TCSPs as financial service or
Definition or facilitative capacity and does not imply undertaking leasing entities, while preserving their role as facilitators and
regulated financial or leasing activities themselves. fiduciaries.
9. Regulation Proposed definition: The definition is formulated to provide a formal, regulated The definition mirrors the global
10A- "institutional backbone" that manages the fiduciary and hubs thereby formally
"Trust and Company Service Provider (TCSP)" means a
Definition administrative needs of Special Purpose Vehicles (SPVs) in the introducing the market to IFSC.
body corporate whose main objects is to provide Trust and
aircraft leasing sector. By aligning with global hubs like Ireland
Company Service Provider services to Special Purpose Clear demarcation between the
and Singapore, this framework ensures high standards
Vehicle (SPV) for providing ancillary and fiduciary services roles of SPV and the TCSP. By
of governance and compliance while reducing the reliance on
including entity formation, registered office provision, allowing TCSPs to handle the
offshore jurisdictions for leasing structures. This would ensure
corporate administration, compliance support and nominee fiduciary services, SPVs can
operational flexibility without diluting regulatory oversight.
and trustees services wherever required in relation to the handle the financing and leasing
leasing activity under the International Financial Services aspects.
Centres Authority (TechFin and Ancillary Services)
Definition allows direct IFSCA
Regulations, 2025.
supervision thereby attractinginternational and global players.
10. 10A–10D Clarify whether existing TAS licensees can provide TCSP Avoids duplication and reduces regulatory burden for early
services by endorsement rather than full fresh adopters in GIFT.
registration. Query: Current clause requires separate
registration for existing TAS providers. Considering Apex
already complies with governance, AML, compliance &
reporting under TAS, can IFSCA allow: fast-track approvals,
or license endorsement route, instead of full re-application?
11. 10A–10D Need clarity on separation of “TCSP services for leasing International TCSPs (Ireland, Singapore, ADGM) operate
activity only”. Current draft restricts TCSP services only to cross-sector SPVs. Restricting to aviation reduces scale, talent
leasing-related SPVs. Queries: Can TCSPs also service SPVs inflow, and commercial viability.
for: asset-backed financing, structured finance,
securitization/Re-insurance SPVs, digital infrastructure
leasing, maritime or heavy equipment leasing. Will IFSCA
expand scope later, or is the intent to permanently restrict to
aviation leasing?
12. Regulation An explicit transition timeline may be provided for existing TCSP activities involve fiduciary and AML/CFT sensitivities. Transition provisions are
10B- entities proposing to commence TCSP services, enabling Adequate implementation time reduces operational risk and typically provided in IFSC
Obligation to implementation of governance, systems and staffing enhances compliance quality. regulatory frameworks when
seek requirements prior to commencement. new registration categories are
registration introduced.
13. Regulation Regulation 3 states that certificate of registration granted to We understand that the intention for enabling SPV model is for
10B TCSP shall be valid for a period of 5 years or such other finance lease of aircraft. Typically, period of finance lease is more
period as specified by the IFSCA. than 5 years. Further, the TCSP would provide services to SPVs
across multiple groups who would be leasing aircraft under
However, regulation 10K of the draft regulations state that
finance lease.
the certificate of registration granted under these regulations
shall be valid unless suspended or cancelled by the IFSCA or Hence, there should not be any limitation on period of validity of
voluntarily surrendered by the TCSP in accordance with this registration certificate issued to TCSP service providers.
regulation.
Accordingly, the suggestion is to make the validity period of
Hence, there seems to be disconnect between regulations certificate of registration perpetual unless it is cancelled bywith respect to period of validity of certificate of registration. IFSCA.
This regulation should be amended to state that the certificate
of registration is valid perpetually unless cancelled by
IFSCA.
14. Regulation Regulation states that an entity desirous of undertaking TCSP Entities could be interested in providing TCSP services along
10B services for leasing activity under IFSCA (TechFin and with other permissible services under IFSCA (TechFin and
Ancillary Services) Regulations, 2025 shall not commence Ancillary Services) Regulations, 2025.
its operations in the IFSC, unless it has obtained a certificate
However, as per the current draft regulation it appears that the
of registration from the IFSCA.
said entity will have to obtain separate registration from IFSCA
Further, the regulations states that existing TechFin and for providing TCSP services. Accordingly, the said entity may
Ancillary Service Provider desirous of providing Trust and have to obtain 2 registrations under IFSCA (TechFin and
Company Services Provider services shall seek separate Ancillary Services) Regulations, 2025, which clearly is not the
registration from IFSCA in accordance with this Chapter. intention of IFSCA.
Our suggestion is to include specific para in the said Hence, it should be explicitly mentioned in the regulations that
regulation to state that any new entity proposing to provide any new applicant applying for registration under IFSCA
TCSP services along with other permissible services as per (TechFin and Ancillary Services) Regulations, 2025 to undertake
IFSCA (TechFin and Ancillary Services) Regulations, 2025 permissible activities and is also proposing to provide TCSP
is required to obtain only one registration from IFSCA. services is not required to obtain separate registration from
IFSCA for providing TCSP services.
The applicant in the application form should mention the fact
that it also proposes to provide TCSP services along with
other permissible services as per IFSCA (TechFin and
Ancillary Services) Regulations, 2025.
15. Clause 10B Suggested language: Granting authorization on an open-ended basis ensures the
(3) – stability of the regulatory framework and reduces the compliance
"The certificate of registration shall be valid for a period of
Obligation to burden by obviating the requirement for recurrent re-applications.
5(five) years until revoked by the Authority or such other
Seek Further, permanent validity provides long-term certainty for
period as specified by the Authority."
Registration businesses and will attract market players.
16. Regulation Clarification may be provided that trustees or TCSPs are TCSPs do not have access to sovereign-level intelligence beyond -
10C- required to undertake jurisdictional eligibility checks to a publicly available sources. Reasonable reliance ensures practical
Eligibility reasonable extent, relying on declarations and official FATFCriteria publications. compliance while meeting regulatory intent.
17. 10C The applicant shall be an entity incorporated as a company or In the existing form of regulations, TCSP services restricted only Most of the Trustee companies
Eligibility limited liability partnership in the IFSC. to IFSC SPVs. The regualtions should enable Indian Companies having primary incumbant for
Criteria having GIFT Branch to carry these activities through GIFT City this activity has followed this
Branch. module of having branch office
at GIFT City after obtaining
necessary IFSCA approval. In
the existiing form of regulations,
these entities will not be able to
carry TCSP activities.
18. 10C) Jurisdiction Requirements: Clarity needed on FATF high-risk Recommendations: Clarify only “call for action” jurisdictions are
jurisdiction prohibition: Current wording may prohibited. Provide updated FATF mapping list on IFSCA
unintentionally restrict promoters/partners from jurisdictions website for practical compliance.
simply listed under “increased monitoring”.
19. Regulation It may be clarified that while TCSPs may act as trustees, This ensures TCSPs are not inadvertently exposed to operational
10D- nominee shareholders or directors, such roles are liabilities or managerial accountability inconsistent with their
Permissible non-executive, non-managerial in nature, unless explicitly fiduciary appointment.
services to be agreed under service contracts.
provided by
TCSP in
IFSC
20. Regulation Regulation 1 provides for list of services which can be SPV would avail lease management services from TCSP to
10D provided by TCSP. The following are the permissible manage the lease agreement entered with Indian airlines.
services:
The draft regulations refer to enabling TCSP framework for
acting as an agent for setting up of trusts, companies, limited providing services for leasing activity at multiple places.
liability partnerships or any other body corporate;
However, in the list of permissible activities of TCSP, the
acting as (or arranging for another person to act as) (a) provision of lease management services by TCSP is not explicitly
trustee, in case of express trust or performing the equivalent mentioned.
function for any other type of trust (b) a director or company
Our suggestion is to explicitly mention provision of lease
secretary or a nominee shareholder, in case of a company, (c)
management services by TCSP to SPV in the list of permissiblea partner or a designated partner, in case of limited liability services.
partnerships, or (d) any equivalent person, in case of a body
corporate;
providing a registered office, business address or,
correspondence or administrative address for a trust,
company or limited liability partnership or body corporate.
Since TCSP would also provide lease management services
to SPV, the same should be expressly included in the
permissible services.
21. Clause 10D A TCSP may undertake one or more of the following A comprehensive and clearly enumerated list of permissible
(1) – services: services provides regulatory certainty to TCSPs and reduces
Permissible interpretational ambiguity. Further, by adding corporate
(i) Acting as an agent for setting up trusts, companies,
Services List administration, compliance support and nominee and trustees’
limited liability partnerships or any other body corporate;
services under the TCSP bucket allows the SPVs to focus on
(ii) Acting as (or arranging for another person to act as): (a) financing and leasing, which is its core financial activity while
trustee, in case of express trust or performing the equivalent the TCSP handles the regulatory and administrative overhead.
function for any other type of trust; (b) a director or company Additionally, allowing TCSPs to provide “any other activity”
secretary or a nominee shareholder, in case of a company; (c) empowers TCSPs to act as a "one-stop-shop" for any auxiliary
a partner or a designated partner, in case of limited liability task required to facilitate a lease, such as managing insurance
partnerships; or (d) any equivalent person, in case of a body claims, etc.
corporate;
(iii) Providing a registered office, business address or
correspondence or administrative address for a trust,
company or limited liability partnership or body corporate;
(iv) Corporate administration, compliance support and
nominee and trustees’ services wherever required;
(v) Any other activity in relation to the leasing activity of
SPV.
22. Clause 10D – While the framework outlines permissible services, it does Clarity on non-permissible activities will help define the
PermissibleServices not expressly define non-permissible activities. regulatory boundary and discourage misuse of TCSP structures.
(Non-
We suggest that the framework may clarify that TCSPs shall
Permissible
not undertake financial services such as lending, investment
Activities)
advisory, asset management or fund pooling unless
separately authorized.
Further, guidance may be provided to discourage structures
lacking economic substance or designed to obscure
beneficial ownership.
23. Clause 10D The applicant shall demonstrate that Trust and Company Maintaining an arm's length relationship and a separately
(2) – Arm's Services Provider services for leasing activity are conducted identifiable business unit ensures operational independence,
Length as a distinct and adequately resourced line of business, prevents conflicts of interest, and supports regulatory oversight.
Relationship supported by appropriate governance arrangements, policies,
& Separate systems, controls and key personnel.
Business Employees under existing unit at GIFT and under separately
The applicant shall submit a declaration (as part of the
Unit identifiable business unit should be allowed to cross the wall with
application form) that it shall maintain an arm's length
management approved policies in place.
relationship between its activities as TCSP and other services
by undertaking that the Trust and Company Services
Provider services are conducted through a separately
identifiable business unit.
24. Regulation It may be clarified that fit and proper assessment may be This provides regulatory certainty and avoids excessive Event-based fit and proper
10E- Fit and conducted at onboarding and on a material-change basis, administrative burden, while ensuring integrity is preserved reviews are followed under SEBI
Proper rather than requiring continuous reassessment unless through event-based reviews. and IFSCA regimes.
Requirements triggered.
25. Clause 10E – While the framework provides fit and proper requirements, By addressing the points (i) to (iv) IFSCA will help ensure (a)
Fit and additional clarity on the evaluation parameters would operational resilience; (b) leverage institutional expertise; and (c)
Proper enhance transparency. The Authority may consider mitigate reputational risks. By codifying these parameters, IFSCA
Requirements specifying that the assessment may include: will provide market certainty for applicants while strengthening
its supervisory framework by enhancing transparency and
i. Adequacy of infrastructure, systems and manpower;
consistency in the registration process.
ii. Relevant experience at the entity or group level;iii. Track record of regulatory compliance; and
iv. Financial soundness and capital adequacy.
26. Regulation No suggestions
10F-
Governance
and Control
27. 10F Segregation of duties requirement: The draft requires full For TCSPs which are servicing as Fund Administration with full
segregation between onboarding, due diligence, operations & segregation is operationally heavy.
approvals
Recommendation: Allow proportional implementation with
alternative controls (as already referenced) and provide explicit
examples, such as: maker–checker within same department,
compliance sign-off through independent reporting line
28. 10F Clarification needed on digital record-keeping: IFSC entities Can IFSCA publish minimum expectations for: audit logs, data
rely heavily on digital systems retention formats, cybersecurity controls? Is use of global cloud
platforms (AWS, Azure, GCP) acceptable?
29. Regulation No suggestions
10G-
Appointment
of Principal
Officer and
Compliance
Officer.
30. Regulation No suggestions
10H-Eligible
Services
Recipients
31. 10H Clause restricting TCSP services only to “non-resident Recommendation: Clarify no KYC obligation exists for residents
service recipients” This may create confusion. unless they directly own/control an SPV.
Questions: If an Indian airline is the economic counterparty(typical in leasing), is TCSP prohibited from onboarding
them? Is it correct that: TCSP contracts with IFSC SPV only
Airlines/residents are indirect beneficiaries.
32. Regulation The said regulations states that a TCSP may provide services We understand that the intent is to allow TCSP to provide
10H in relation to the establishment, administration, or ongoing services to SPV notwithstanding the fact that such services are
support of a special purpose vehicle in the IFSC, where such provided at the request of a person resident in India such as
special purpose vehicle is the primary service recipient, even airline, lender, etc.
if such services are undertaken at the request of, or for the
The explanation makes it clear that the TCSP shall have
benefit of, a person resident in India, including, but not
contractual obligations with SPV.
limited to, an airline, lessor, or lender, provided that:
Hence, the additional conditions mentioned in bullets (a) to (c)
(a) the TCSP’s contractual relationship and fiduciary duties
may not be required.
are owed to the SPV in IFSC;
(b) the resident person does not exercise ownership or
control over the SPV, other than rights arising from
contractual, financing, or security arrangements;
(c) until relevant governing body is appointed in the entity in
IFSC, resident person may provide instructions to TSCP as
may be necessary in relation to.
The conditions mentioned in (a), (b) and (c) may not be
required as the explanation makes it clear that TCSP’s
contractual and fiduciary obligations shall be owed to the
SPV based in IFSC in accordance with the applicable service
agreements.
33. 10H Clarify treatment of Indian banks, lenders & credit 10H
enhancers: Lenders often require interaction with TCSPs.
Question: Is TCSP permitted to share information with
Indian lenders acting under financing documents?
34. Regulation TCSPs may be permitted to rely on periodic certifications TCSPs operate in a supervisory capacity and may not Reliance frameworks are
10I- Client and management representations regarding commercial independently verify all commercial decisions without well-established in trusteeAcceptance rationale and economic substance, subject to risk triggers. disproportionate effort. oversight and AML contexts.
&
Monitoring
35. Regulation Frequency and format of reports (monthly / quarterly) may Streamlined reporting enhances data quality and reduces -
10J- be risk-based or consolidated, to avoid duplicative reporting compliance drag without diminishing supervisory effectiveness.
Supervision where information overlap exists.
and
Reporting
36. 10J-10N Monthly reports, quarterly compliance & AML audits (10J):
Reporting requirements appear heavy compared to
international norms. Recommendation: Introduce
proportionate reporting: Monthly → Quarterly | AML audits
→ Annual | Special audits only for high-risk profiles.
Professional indemnity insurance (10M) | Queries: Can
IFSCA specify minimum coverage or risk tiers? Will global
PII providers be recognized (AON, Marsh, QBE)?
Business Continuity (10N): Request clarity on: Is DR site
required within India only? Can backups be outside India if
encrypted?
37. Regulation Clear differentiation may be made between material breaches Ensures proportional regulatory response and safeguards client -
10K- and procedural lapses, with corrective action opportunity for interests by preventing abrupt service disruption.
Suspension the latter prior to suspension or cancellation.
and
Cancellation
38. 10K Need explicit transition period for existing TAS licensees:
Recommendation:12–18 months transition for compliance
with new TCSP framework | Soft launch period for SPVregime.
39. Regulation Indicative guidance or benchmarks may be prescribed for Open-ended capital adequacy requirements may lead to Indicative thresholds are
10L- Capital “adequate financial resources” to enhance certainty. inconsistent interpretation across entities. commonly provided under
Adequacy prudential regulations.
Requirement
40 10 L. Capital Every TCSP shall maintain adequate financial resources, Request to please clarify this regulation. Does this linked to value -
Adequacy including capital and liquidity, commensurate with the of asset being put under SPV of the value of receivables/ lease
Requirement nature, scale and complexity of its operations and sufficient consideration which will be pooled under this SPV.
to ensure orderly wind-down of its business
41. Regulation Permitting group or umbrella PII policies, subject to Facilitates cost efficiency while ensuring risk protection remains Commonly accepted across
10M- adequate coverage, may be considered. adequate. regulated service providers
Professional globally.
Indemnity
Insurance
42. 10 M. Every TCSP shall maintain professional indemnity insurance Request to please put broad parameters to be taken base of while -
Professional cover, commensurate with the scale and risk profile of its deciding the amount of insurance cover.
indemnity business, to protect against claims arising from negligence,
insurance errors, omissions or breach of duty.
43. Regulation Specify an indicative minimum frequency for BCP testing, Specifying a baseline timeframe provides regulatory clarity and -
10N- with flexibility to require more frequent testing based on the consistency across entities, while a risk-based overlay ensures
Business risk profile, scale and criticality of TCSP operations, as proportionality.
Continuity determined by the governing board.
Plan
44. Regulation Annual review and board reporting of complaints and Strengthens board oversight while keeping operational Aligned with governance best
10O - conflicts may be considered sufficient, unless escalations compliance manageable. practices across fiduciary service
Complaints arise. providers.
handling
Mechanism
& Regulation
10P- Conflictof interest
framework
45. High-Level Observations:
Framework is aligned with Ireland/Singapore/ADGM but
still more restrictive: Key concerns: Single-sector focus|
Heavy reporting | Separation of duties requirement too rigid |
Unclear role of Indian counterparties
Missing clarity on tax treatment of SPVs: Though outside
IFSCA’s regulatory scope, industry seeks clarity on:
withholding tax, stamp duty, GST exemption continuity,
depreciation eligibility. Recommendation: Include an
explanatory note or engage MoF for parallel circular.
46. Over and above this, in our view, the core issue of
bankruptcy remoteness of the SPV still remains to be
addressed. The TCSP may hold shares of the SPV as a trustee
for andon behalf of either a charitable trust or the Investor
Education and Protection Fund to beset up under the IFSCA
statutes. If the beneficiary is any for-profit vehicle, or if
theshareholder is a for-profit vehicle directly holding for its
own behalf and not in trust for anot-for-profit, the issue of
bankruptcy remoteness does not get addressed. The
keyroadblock to a not-for-profit being a beneficiary was also
stemming from KYCrequirements for such no-for-profit and
our original suggestion to have something akinto a statutory
fund being a beneficiary may be a better option.
IFSCA Response: Based on the comments received, the proposed draft amendment in IFSCA (TAS) Regulations, 2025 was suitably modified and placed before the Authority in the meeting
held on April 17, 2026. The above comments/ suggestions were also placed before the Authority.