Lynx Legal Partners LLP is a dedicated banking, finance, and financial services law practice based in Mumbai — the undisputed financial capital of India and the jurisdiction in which India’s most consequential lending transactions, regulatory approvals, and debt enforcement proceedings originate. We are legal strategists, advisors, and advocates for banks, non-banking financial companies, financial institutions, borrowers, and investors navigating the full complexity of India’s financial regulatory landscape.
From structuring project finance transactions and negotiating syndicated loan agreements to advising NBFCs on scale-based regulation compliance and representing lenders in SARFAESI enforcement and IBC proceedings — we bring statutory depth, transaction experience, and genuine regulatory fluency to every mandate we undertake.
India’s banking and finance regulatory environment is evolving at an unprecedented pace. The RBI’s NBFC Scale-Based Regulation Framework, the landmark Unregistered Type I NBFC category introduced in November 2025 (with a deregistration window open until 30 September 2026), the NBFC Governance Directions 2025, the RBI’s Draft Acquisition Finance Framework opening bank financing for listed M&A transactions up to 70% of deal value, and the December 2025 amendments to the Commercial Banks Financial Services Directions have together transformed the compliance and structuring landscape for financial sector clients. Our practice is fully calibrated to this rapidly evolving framework — and we use it to deliver practical, current, and commercially grounded advice.
We proudly serve the full spectrum of participants in India’s financial sector :
The NBFC sector sits at the heart of India’s credit ecosystem — serving segments that commercial banks frequently cannot reach, and growing in systemic significance year after year. The RBI’s Scale-Based Regulation (SBR) framework categorises NBFCs across four layers — Base, Middle, Upper, and Top — with compliance obligations calibrated to size, complexity, and systemic risk. The November 2025 Directions introducing the Unregistered Type I NBFC category represent the most significant structural recalibration of NBFC regulation in years. We provide comprehensive, current advisory across every dimension of NBFC regulation.
NBFC Registration & Licensing — Advising on the registration process for all categories of NBFCs under Section 45-IA of the RBI Act — including application preparation, meeting the principal business criteria (financial assets exceeding 50% of total assets and financial income exceeding 50% of gross income), minimum net owned funds requirements, and PRAVAAH portal submissions
Unregistered Type I NBFC Advisory — Advising entities on the landmark RBI (NBFC Registration, Exemptions, and SBR) Directions, 2025 (November 28, 2025), which introduced the Unregistered Type I NBFC category — exempt from mandatory RBI registration — for entities with no public funds, no customer interface, and assets below ₹1,000 crore. Advising existing registered NBFCs on whether to apply for deregistration through the PRAVAAH portal before the 30 September 2026 deadline, and on compliance obligations applicable to exempt entities
Scale-Based Regulation (SBR) Compliance — Advising NBFCs across all four SBR layers on their specific compliance obligations — including Base Layer (light-touch), Middle Layer (enhanced governance), Upper Layer (mandatory listing requirements and enhanced capital norms), and Top Layer (most systemically significant entities) — with particular focus on the enhanced governance requirements imposed on Upper Layer NBFCs within bank groups under the December 2025 RBI Directions
NBFC Governance Directions 2025 Compliance — Implementing the RBI (NBFC Governance) Directions, 2025 — covering layered board composition requirements (including mandatory experience in banking or NBFCs for at least one director), Chief Risk Officer appointment for NBFCs with assets above ₹5,000 crore, Chief Compliance Officer appointment, mandatory committee constitution (Risk Management, Audit, and Nomination & Remuneration), and prior RBI approval requirements for management changes resulting in more than 30% director turnover
RBI Regulatory Advisory & Circular Monitoring — Providing ongoing advisory on RBI master directions, circulars, and regulatory updates — translating regulatory changes into actionable compliance steps — and representing clients before the RBI in licensing queries, regulatory clarifications, and supervisory engagements
Every lending transaction is defined by the quality of its documentation. Facility agreements, security documents, guarantee structures, and inter-creditor arrangements that are imprecise, incomplete, or non-compliant with RBI guidelines can become unenforceable at the exact moment that enforcement is needed most. We draft and negotiate lending documentation for lenders and borrowers across all transaction types — with the precision that high-stakes finance demands.
Loan Agreement & Facility Documentation — Drafting and negotiating term loan agreements, revolving credit facilities, working capital facility agreements, and omnibus facility documents — covering conditions precedent, representations and warranties, financial covenants, events of default, and enforcement mechanics
Syndicated Lending Documentation — Acting as lender counsel and borrower counsel in syndicated loan transactions — drafting common terms agreements, inter-creditor arrangements, security-sharing agreements, agency agreements, and participation arrangements — including the appointment and duties of the security agent and trustee
Co-Lending Documentation — Advising on the RBI’s co-lending framework under the April 2025 Draft Co-Lending Directions — including the permissible structures for co-lending arrangements between banks and NBFCs, documentation of the 80:20 and other sharing ratios, and the distinction between co-lending, consortium lending, and multiple banking arrangements
Security Creation & CERSAI Registration — Creating and perfecting all categories of security interests under Indian law — mortgage (English and equitable), hypothecation, pledge, and floating charge — and managing CERSAI registration, which is mandatory for secured lenders seeking the benefit of SARFAESI enforcement rights
Guarantee Structures — Drafting corporate and personal guarantees — including upstream, downstream, and cross-stream guarantees — with advice on the Companies Act requirements for board and shareholder approval, the co-extensive liability principle, and the interaction with IBC personal guarantor provisions
Acquisition Finance — Advising on India’s emerging acquisition finance landscape following the RBI’s landmark Draft Directions proposing to allow banks to finance listed M&A transactions for the first time — up to 70% of acquisition value, with the remaining 30% funded by the acquirer through equity, subject to debt-to-equity caps of 3:1 and other prudential conditions
Project finance and structured finance transactions are among the most legally complex mandates in Indian banking — involving multi-party documentation, security trusts, concession agreements, intercreditor arrangements, and sector-specific regulatory frameworks. We act as lender counsel, borrower counsel, and security trustee counsel across infrastructure, energy, real estate, and industrial project financings.
Project Finance Documentation — Drafting and negotiating the full suite of project finance documentation — including common loan agreements, security trust deeds, project agreements, concession documents, offtake agreements, and construction contracts — with particular attention to the DCCO (Date of Commencement of Commercial Operations) deferment framework under the RBI’s Income Recognition and Asset Classification Guidelines
Provision Framework for Projects Under Implementation — Advising lenders on the RBI’s graduated provisioning requirements for project loans — 3.5% during the construction phase (phased across FY 2025–26 quarters) moving to 5% by 31 March 2027, reducing to 2.5% during the operational phase, and further to 1% once specific cash flow and debt reduction conditions are met
Infrastructure Finance & PPP Structures — Legal structuring for infrastructure financings under Public-Private Partnership frameworks — including BOT, BOOT, and DBFOT arrangements — with advice on lender step-in rights, government guarantee enforcement, and regulatory approval requirements
Non-Convertible Debentures (NCDs) & Debt Capital Markets — Advising on private placement and public issuance of NCDs — including listed and unlisted NCDs for SARFAESI benefit, debenture trust deed drafting, debenture trustee appointment, SEBI compliance, and the Voluntary Retention Route (VRR) for FPI investment in corporate debt
External Commercial Borrowings (ECBs) — Advising Indian borrowers on raising ECBs from eligible overseas lenders under the RBI’s ECB Master Directions — including eligibility criteria, minimum average maturity, all-in cost ceilings, end-use restrictions, and FEMA reporting obligations under the significantly amended ECB framework notified in 2026
Asset Reconstruction & Securitisation — Advising ARCs and banks on securitisation of loan pools, assignment of debt to ARCs, security receipts, and the resolution strategies available to ARCs under the SARFAESI Act — including the SARFAESI Act’s application to systemically important NBFCs with asset size of ₹500 crore or more
Non-performing asset recovery is one of the most consequential — and most technically demanding — areas of Indian banking law. The interplay between SARFAESI enforcement, DRT/DRAT proceedings, IBC Section 7 petitions, and the Section 14 moratorium creates a multi-forum strategic landscape that requires precise navigation. We represent financial creditors in the full spectrum of NPA recovery proceedings, with strategy calibrated to maximise recovery and minimise timeline.
SARFAESI Enforcement — Representing secured lenders in the enforcement of security interests under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 — including Section 13(2) demand notices, Section 13(4) possession notices, auction proceedings, and management-change orders — without court intervention where CERSAI registration has been properly maintained
DRT & DRAT Representation — Filing and litigating Original Applications (OAs) for debt recovery before the Debt Recovery Tribunal under the Recovery of Debts and Bankruptcy Act, 1993 — and prosecuting and defending appeals before the Debt Recovery Appellate Tribunal — with experience across all DRT benches including Mumbai, Delhi, and Chennai
Security Enforcement — Mortgage, Hypothecation & Pledge — Advising on the enforcement mechanisms available for each category of security — including English mortgage sale without court intervention, equitable mortgage decree proceedings, hypothecation receiver appointments, and pledge enforcement with valuation and notice requirements — managing the practical challenges of possession and sale in disputed enforcement situations
One-Time Settlement (OTS) & Stressed Asset Resolution — Advising lenders and borrowers on out-of-court resolution mechanisms — including OTS structures, debt restructuring under the RBI’s Prudential Framework for Resolution of Stressed Assets (2019), inter-creditor agreement negotiations, and standstill arrangements — as alternatives to formal enforcement or IBC proceedings
IBC — Financial Creditor Strategy — Advising financial creditors on the strategic choice between SARFAESI enforcement, DRT proceedings, and IBC Section 7 CIRP petitions — and executing the chosen strategy with full coordination between the relevant forums, managing the Section 14 moratorium implications for concurrent proceedings
Guarantee Enforcement & Personal Guarantor Proceedings — Pursuing recovery against corporate and personal guarantors — including Section 95 IBC proceedings against personal guarantors to corporate debtors, the enforcement of guarantees through civil suits, and the management of guarantor assets under the new Section 28A mechanism introduced by the IBC Amendment Act, 2026
India’s fintech sector is one of the world’s most dynamic — with UPI processing billions of transactions monthly, digital lending platforms transforming credit access, and payment aggregators reshaping commerce. Yet the regulatory landscape is equally complex, with the RBI, SEBI, IRDAI, and PMLA obligations creating layered compliance requirements for fintech businesses. We are at the forefront of fintech regulatory advisory — having advised payment aggregators, digital lenders, P2P platforms, and wealthtech startups on licensing, compliance, and regulatory strategy.
Payment Aggregator (PA) Licensing & Compliance — Advising online and physical point-of-sale payment aggregators on RBI PA licensing requirements — following the RBI’s expansion of PA regulation to include face-to-face “Delivery v Payment” transactions — including application preparation, net worth requirements, IT system standards, and ongoing compliance obligations
Digital Lending Compliance — Advising digital lending platforms, LSPs (Lending Service Providers), and regulated entities on the RBI’s Digital Lending Guidelines — including mandatory loan sanction letters, Key Fact Statements (KFS), disbursement directly to borrowers, prohibition on first loss default guarantees, and data collection and storage restrictions
P2P Lending Platform Advisory — Advising NBFC-P2P platforms on the RBI’s P2P lending regulatory framework — covering the maximum exposure limits, prohibition on credit guarantees, restrictions on assured returns, and the operational requirements for platforms that facilitate unsecured plain vanilla loans between lenders and borrowers
Prepaid Payment Instrument (PPI) Advisory — Advising on the issuance and operation of PPIs — including wallets, gift cards, and transit cards — under the RBI’s PPI Master Directions, KYC requirements, interoperability mandates, and the evolving regulatory treatment of cross-wallet transfers
RBI Regulatory Sandbox — Advising fintech companies on eligibility for and participation in the RBI’s Enabling Framework for Regulatory Sandbox — including cohort selection strategy, product design for sandbox testing, and the pathway from sandbox to full regulatory compliance and licensing
PMLA & KYC Compliance for Fintechs — Advising fintech entities — including Virtual Digital Asset (VDA) businesses, which are categorised as reporting entities under PMLA — on their AML obligations, KYC Master Directions compliance, suspicious transaction reporting to FIU-IND, and the implementation of technology-based KYC systems compliant with RBI norms
Obtaining a banking licence or expanding financial services operations in India involves one of the most rigorous regulatory processes in any jurisdiction — the RBI’s Standing External Advisory Committee (SEAC) and Internal Screening Committee (ISC) processes apply exacting standards to promoter credentials, capital adequacy, governance structure, and business viability. M&A in the financial services sector adds further complexity from a regulatory approval and structural perspective. We advise clients across the full spectrum of licensing and financial sector consolidation.
Bank Licensing — On-Tap Guidelines — Advising applicants on the RBI’s On-Tap Licensing Guidelines for universal banks, small finance banks, and payment banks — including promoter eligibility, minimum capitalisation requirements, shareholding structures, governance conditions, and the multi-stage SEAC and ISC review process — from application preparation through in-principle approval to final licence grant
NBFC-to-Bank Conversion — Advising large NBFCs on the regulatory pathway and conditions for conversion to a small finance bank or universal bank — including the transition of NBFC assets, capital adequacy alignment, and the regulatory clearances required from both the RBI and MCA
M&A in Financial Services — Advising on acquisitions, mergers, and amalgamations involving banks and NBFCs — including the RBI’s approval requirements for change of ownership (over 30% director change), shareholding limits, the Bank Group Financial Services Directions (December 2025) on equity holdings in subsidiaries (capped at 10% of paid-up capital per entity and 20% aggregate), and the AIF investment restrictions on banks
GIFT IFSC Banking & Financial Services — Advising international and Indian financial institutions on establishing operations in the GIFT International Financial Services Centre — including IFSCA regulatory requirements, the liberalised regime for offshore banking, cross-border capital markets, aircraft and ship leasing, and the proposed Alternative Dispute Resolution Centre (ADRC) for IFSC-seated dispute resolution
Green Finance & Sustainable Lending — Advising banks and NBFCs on the RBI’s Green Deposits Framework (April 2023) — applicable to banks for offering ring-fenced green deposits with prescribed end-use restrictions for eligible green activities — and on ESG-linked loan structuring, green bond documentation, and sustainability-linked finance frameworks gaining traction in India’s debt markets
Banking and financial services entities face regulatory investigations, enforcement actions, consumer complaints, and commercial disputes that require a precise blend of regulatory knowledge and litigation experience. Whether defending an RBI inspection finding, responding to a consumer court complaint, or managing a major fraud investigation, the stakes are invariably high and the timelines unforgiving. We provide integrated advisory and representation across all forums where financial sector disputes arise.
RBI Inspection & Supervisory Defense — Advising banks and NBFCs on responses to RBI inspection findings, supervisory letters, corrective action directives, and Prompt Corrective Action (PCA) framework implications — including the PCA Framework for Urban Co-operative Banks effective from 1 April 2025, covering Tier 2, Tier 3, and Tier 4 UCBs
Banking Ombudsman & Consumer Dispute Resolution — Managing complaints filed under the RBI’s Integrated Ombudsman Scheme and the Consumer Protection Act, 2019 — advising financial institutions on systematic remediation, root-cause analysis, and systemic compliance improvements that reduce future complaint volumes
Fraud Investigation & White-Collar Defense — Representing banks and their officers in fraud investigations, CBI matters, and enforcement proceedings under the Prevention of Money Laundering Act — including search and seizure response, document preservation protocols, and representation before the Enforcement Directorate and the Adjudicating Authority
KYC & AML Compliance Frameworks — Designing and reviewing KYC and AML compliance programmes — including customer due diligence procedures, enhanced due diligence for high-risk customers, beneficial ownership verification, suspicious transaction monitoring, and reporting obligations under PMLA and RBI’s KYC Master Directions 2016
Banking Disputes & Commercial Litigation — Representing banks, NBFCs, and corporate borrowers in commercial disputes arising from lending transactions — including guarantee disputes, documentation challenges, interest rate controversies, and cross-border enforcement of foreign judgments — before the Commercial Courts, High Courts, and the Supreme Court of India
Regulatory Compliance Retainer — Providing ongoing regulatory compliance counsel to banks and NBFCs on a retainer basis — covering RBI circular monitoring, prudential norm advisory, regulatory return review, new product compliance checks, and Board-level advisory on regulatory governance — ensuring financial sector clients stay ahead of India’s rapidly evolving regulatory agenda
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