Settlement Order in the matter of Jetha Global Master Fund

SO/KV/PSD/2026-27/8792

SECURITIES AND EXCHANGE BOARD OF INDIA

SETTLEMENT ORDER

IN RESPECT OF

Settlement Application No. Name of the Applicant PAN

8792/2025 Jetha Global Master Fund AAFCJ3839G

IN THE MATTER OF JETHA GLOBAL MASTER FUND

1. Jetha Global Master Fund (hereinafter referred to as the “Applicant”) filed suo-

motu settlement application with the Securities and Exchange Board of India

(hereinafter referred to as “SEBI”) under the Securities and Exchange Board of

India (Settlement Proceedings) Regulations, 2018 (hereinafter referred to as the

“Settlement Regulations”) proposing to settle by neither admitting nor denying the

findings of facts and conclusions of law, the enforcement proceedings that may be

initiated against it for the violations of the following provisions of law:

(a) regulations 4(c)(iv), 4(c)(v), 22(1)(a) of the Securities and Exchange Board of

India (Foreign Portfolio Investors) Regulations, 2019 (hereinafter referred to as

“FPI Regulations”) and para 1(ii)(c) under Part A of SEBI Master Circular for

Foreign Portfolio Investors, Designated Depository Participants and Eligible

Foreign Investors dated May 30, 2024 (hereinafter referred to as “Master

Circular”);

(b) regulation 22(1)(c) of FPI Regulations and para 14(i) of Master Circular as

modified by para 3.1 of SEBI Circular SEBI/HO/AFD/AFD-POD-

2/P/CIR/2024/76 dated June 05, 2024 (hereinafter referred to as “SEBI

Circular”);

Circular; and

(d) regulations 22(1)(a), 23 of FPI Regulations and clauses 2, 5 and 6 of Code of

Conduct as specified in Third Schedule of FPI Regulations.

2. Brief facts of the case are as follows:

(a) The Applicant is registered with SEBI as an Foreign Portfolio Investors

(hereinafter referred to as “FPI”) since October 23, 2021. The Applicant was

under non-resident Indian (hereinafter referred to as “NRI”) control during the

period from March 14, 2025 to October 08, 2025 and consequently, did not

comply with regulations 4(c)(iv), 4(c)(v), 22(1)(a) of FPI Regulations and para

1(ii)(c) under Part A of SEBI Master Circular for FPIs dated May 30, 2024.

(b) A breach of any of the eligibility criteria specified under regulation 4 of the FPI

Regulations constitutes a Type 1 material change, which is required to be

intimated to the designated depository participant (hereinafter referred to as

“DDP”) within seven working days of such change, along with submission of the

supporting documents within 30 days of the change. In the present case, the

breach of the NRI control limit became effective on March 14, 2025. However,

the Applicant intimated the same to the DDP only on September 29, 2025, i.e.,

after a delay of more than six months beyond the prescribed timeline. The

supporting documents were submitted on October 16, 2025, i.e., after a delay

of more than six months beyond the prescribed 30-days timeline. Accordingly,

the Applicant did not comply with regulation 22(1)(c) of FPI Regulations and

para 14(i) of Master Circular as modified by para 3.1 of SEBI Circular.

constitutes a Type 2 material change and is required to be intimated to the DDP,

along with the supporting documents, within 30 days of such change. In the

Applicant’s case, the effective date of the change was April 29, 2025. However,

the Applicant intimated the change to the DDP only on September 19, 2025 and

submitted the supporting documents on October 16, 2025, i.e., after a delay of

more than four months beyond the prescribed 30-days timeline. Accordingly,

the Applicant did not comply with regulation 22(1)(c) of FPI Regulations and

para 14(i) of Master Circular as modified by para 3.1 of SEBI Circular.

(d) In the case of a temporary breach, the FPI is required to rectify the breach within

90 days, failing which it shall not be permitted to undertake any fresh purchases

and shall liquidate its existing positions within the next 180 days. It is observed

that the Applicant remained in breach of the NRI control limit from March 14,

2025 to October 08, 2025. The 90-days rectification period expired on June 12,

2025. However, the Applicant continued to make fresh purchases after expiry

of the rectification period until its account was blocked by the DDP from

undertaking fresh purchases on September 29, 2025. Accordingly, the

Applicant did not comply with regulations 4(c)(v), 22(1)(a) of FPI Regulations

and para 1(ii)(f) of Master Circular.

(e) The Applicant did not satisfy the eligibility condition relating to NRI control during

the period from March 14, 2025 to October 08, 2025. The declaration made by

the Applicant in its letter dated March 10, 2025, inter alia, stating that the

proposed change would not affect its eligibility under the FPI Regulations, was

incorrect. Accordingly, the Applicant did not comply with regulations 22(1)(a),

23 of FPI Regulations and clauses 2, 5 and 6 of Code of Conduct as specified

in Third Schedule of FPI Regulations.

3. The Applicant filed the present application for the purpose of settling the

proceedings that may be initiated against it for the aforesaid violations. Pursuant to

the receipt of the said settlement application, the Internal Committee of SEBI held

a meeting with the authorized representatives of the Applicant on March 11, 2026

wherein the details of the case were deliberated along with the terms of the

settlement. The Internal Committee recommended an amount of ₹78,00,000/-

(Rupees Seventy-Eight Lakhs only) as the settlement amount computed in terms

of Schedule II read with regulation 10 of the Settlement Regulations.

4. The Applicant vide letter dated March 31, 2026, filed revised settlement terms

proposing to offer ₹78,00,000/- (Rupees Seventy-Eight Lakhs only) as the

settlement amount.

5. The High Powered Advisory Committee (hereinafter referred to as “HPAC”) in its

meeting held on May 06, 2026 considered the settlement terms proposed by the

Applicant and recommended that the case may be settled for the aforementioned

terms.

6. The recommendations of the HPAC were placed before the Panel of Whole Time

Members and the same were approved by the Panel of Whole Time Members on

June 01, 2026 in terms of regulation 15 of the Settlement Regulations.

Subsequently, a Notice of Demand was issued to the Applicant. The Applicant vide

email dated July 02, 2026 informed about the remittance of the aforesaid amount

and SEBI has confirmed credit of the same.

7. On the basis of the facts stated above, in exercise of the powers conferred under

Section 15JB read with Section 19 of the Securities and Exchange Board of India

Act, 1992 and in terms of regulation 23 of the Settlement Regulations, it is hereby

ordered that any proceedings that may be initiated for the violations as mentioned

at paragraph 1 above, are settled in respect of the Applicant on the following terms:

i. SEBI shall not initiate any enforcement action against the Applicant for the

said violations; and

ii. passing of this Order is without prejudice to the right of SEBI under

regulation 28 and regulation 31 of the Settlement Regulations to initiate

appropriate action against the Applicant, if SEBI finds that:

(a) any representation made by the Applicant in the present settlement

proceedings is subsequently found to be untrue;

(b) the Applicant has breached any of the clauses/conditions of

undertakings/ waivers filed during the present settlement

proceedings; and

while arriving at the settlement terms.

8. This Settlement Order shall come into force with immediate effect.

9. In terms of regulation 25 of the Settlement Regulations, a copy of this Order shall

be sent to the Applicant and shall also be published on the website of SEBI.

KAMLESH C. VARSHNEY K.V.R. MURTY

WHOLE TIME MEMBER WHOLE TIME MEMBER