The matter

The Devgiri group is a diversified Indian financial and infrastructure group. Devgiri Financial Holdings Limited, the listed holding company, sits at the top of the structure and is listed on NSE and BSE. Beneath it sit four regulated entities: Devgiri Securities Limited, a stock broker and member of NSE and BSE; Devgiri Capital Advisors Limited, a registered merchant banker; Devgiri Custodial Services Private Limited, custodian to foreign portfolio investors; and Devgiri Portfolio Managers Private Limited, a registered portfolio manager. The group also sponsors Devgiri Infrastructure Trust, a listed infrastructure investment trust holding two road concessions, an inter-state power transmission asset and four solar generation special purpose vehicles. In GIFT City, the group operates through three entities: Devgiri Global Markets (IFSC) Limited, listed solely on a recognised stock exchange in the IFSC; Devgiri Asset Management (IFSC) Limited, a registered fund management entity; and Devgiri IFSC Intermediary Services Limited, a registered capital market intermediary. The quarter from April to June 2026 has left almost every one of these entities with a changed obligation, a moved deadline or a relief it may or may not qualify for. The group's general counsel has asked for a single consolidated note. Management has already formed views on most of these questions, and has recorded those views in the board papers, internal notes and correspondence supplied to you.

Your role

From: Nandita Shroff, Partner To: Senior Associate Subject: Project Sandalwood — your brief You are joining me on Project Sandalwood, our standing mandate for the Devgiri group. The group's general counsel has asked for a single consolidated note covering everything that has changed for them this quarter. I have broken the work into four parts and will send each to you in turn. Your responsibilities: - read the legal materials supplied with each part and apply them as they stand, not as you remember the position to be - check every date in the factual annexures against the instrument before you advise; several of these reliefs and deadlines turn on a single day - separate what an instrument actually changes from what it leaves in place, and say so plainly where management has assumed otherwise - where guidance or a judgment is not binding, say that too The group will act on this note. Be precise.

Learning objectives

• By the end of this simulation
• you will be able to:
• - apply the contra trade restriction to pledge transactions by distinguishing between arrangements that transfer beneficial ownership and those that do not
• and by identifying which acquisitions are excluded from the analysis
• - identify when a list in a code of conduct is illustrative rather than exhaustive
• and advise a compliance officer on the discretion this leaves at pre-clearance
• - assess the weight to place on SEBI informal guidance and on a judgment expressly stated not to be a binding precedent
• - compute a foreign portfolio investor's funds obligation under the net settlement framework by separating outright from non-outright transactions and applying the rule on excess sale proceeds
• - distinguish the removal of an activity from a regulator's illustrative list from approval of that activity
• - track requirement-specific compliance deadlines through an extension circular without conflating obligations that have moved differently
• - apply the permitted end-uses of fresh borrowings for a highly leveraged infrastructure investment trust
• including the limits on refinancing
• - test a proposed treatment against the scope of a relief before testing it against the relief's conditions
• - apply an IFSC capital-raising framework by first establishing whether the entity falls within its application
• and by selecting the timeline that belongs to the transaction actually proposed
• - advise on restrictions that extend to associates of a regulated person

Skills evaluated