Mastering IFSC Compliance: A Functional Guide to the New Master Circulars
A New Compliance Era for IFSC Intermediaries
The International Financial Services Centres Authority (IFSCA) has taken a decisive step toward regulatory clarity with the Capital Market Intermediaries (CMI) Regulations, 2025 and the subsequent release of seven Master Circulars on August 5, 2025. These circulars now serve as a unified compliance reference for all capital market intermediaries (CMIs) registered in GIFT City.
If you’re a broker, investment adviser, distributor, ESG rating provider, or other registered intermediary in IFSC, this article will help you understand what’s changed, how to align your operations, and how to future-proof your compliance program.
Understanding the Master Circulars: Consolidation with Purpose
Following the overhaul of the CMI regulations, IFSCA consolidated all existing operational guidelines into seven Master Circulars. These cover:
- Investment Bankers
- Investment Advisers
- Distributors
- Credit Rating Agencies
- ESG Rating Providers & Data Product Providers
- Debenture Trustees
- Research Entities
Each circular includes detailed instructions for registration, fit-and-proper requirements, permissible activities, governance norms, reporting formats, codes of conduct, and surrender procedures.
Why it matters: Whether you’re newly applying or transitioning from the 2021 regime, these circulars form your day-to-day operational and regulatory compass.
Core Compliance Areas Covered Across All Circulars
Registration via SWIT & Common Application Form
All intermediaries must apply through the SWIT portal using the Common Application Form (CAF). This streamlines licensing, modification, and post-registration filings.
Principal Officer & Compliance Officer Requirements
Each registered entity must designate a Principal Officer (PO) and Compliance Officer (CO) meeting IFSCA’s revised eligibility norms, including educational background, regulatory experience, and physical presence in the IFSC.
Governance, Code of Conduct & Outsourcing
From conflict-of-interest policies to ethical business conduct and permitted outsourcing functions, the Master Circulars standardize expectations for transparency and operational discipline.
Periodic Reporting & Filings
Each intermediary is required to submit periodic filings (quarterly, annual, or event-based) through the SWIT system, ensuring consistency across the regulator’s ecosystem.
Surrender, Change in Control, and Audit Requirements
Clear procedures for exit, control transitions, and audit obligations are embedded to support long-term institutional governance.
Sector-Specific Considerations: Highlights from Key Circulars
Investment Bankers
Superseding the earlier 2021 circular, this mandates a fresh licensing path for firms engaging in issue management, underwriting, or capital raising mandates in GIFT City. It includes detailed responsibilities, net worth minimums, and pre-issue due diligence requirements.
Investment Advisers
IAs must maintain segregation between advisory and other regulated services (like distribution). PO and CO roles are clearly defined, and the entity must follow an updated advertisement and conduct code.
Distributors
Distributors must now register as a standalone category. The circular outlines permissible distribution activities, documentation standards, and marketing rules, including explicit disclosure requirements and investor onboarding norms.
ESG Rating & Data Product Providers
A newly formalized category under the 2025 regime. Providers must now register separately, disclose methodologies, and maintain audit trails for ESG ratings or analytics shared with stakeholders.
Implementation Challenges and Practical Guidance
While the intent of these circulars is simplification, many entities are grappling with:
- PO/CO Eligibility Gaps: Firms must act fast to identify or onboard compliant officers before the December 31, 2025 deadline.
- Activity Misalignment: Several intermediaries operate outside their registered category or under legacy structures not recognized by the 2025 regime.
- Overlooked Reporting: Quarterly filings and system audit certifications often go unnoticed until enforcement notices arrive.
- Inconsistent Outsourcing Controls: Many firms lack documented vendor agreements or data handling protocols required under the circulars.
Our tip: Conduct an internal “Master Circular Compliance Gap Assessment” to realign your licenses, policies, and personnel to the 2025 standards.
Why EEAT Matters: Our Regulatory Credentials in GIFT City
With over 15 years of experience in capital market advisory, our team—comprising Chartered Accountants, Company Secretaries, ex-regulators, and legal experts—has supported over 50+ IFSC entities in:
- New intermediary registrations via SWIT
- PO/CO onboarding, contracts, and declarations
- Compliance calendar setup
- Global Access framework implementation
- Regulatory audits and filings under IFSCA
We operate directly from our office in GIFT IFSC, bringing on-ground execution and interpretive support where timing, precision, and credibility matter most.
Final Thoughts: From Compliance to Confidence
IFSCA’s Master Circulars offer a long-needed structure for intermediaries navigating multiple categories and expanding their capital markets presence via GIFT City. The 2025 regime isn’t just about rules—it’s about creating a predictable and growth-friendly ecosystem for global investors and intermediaries alike.
Whether you’re preparing for December 31, 2025 compliance deadlines or entering the IFSC for the first time, our team is ready to help.
Schedule a consultation with Nexpective Advisors and strengthen your IFSC compliance framework today.
