In late April 2026, the Ministry of Corporate Affairs issued clarificatory circulars on beneficial ownership (BO) reporting for Special Purpose Vehicles (SPVs), particularly those engaged in infrastructure development and project delivery. These norms, effective immediately, close loopholes in BO identification and require stricter KYC protocols for investors holding indirect stakes through corporate chains.
Infrastructure firms using SPVs for land acquisition, construction financing, and project structuring are now under heightened scrutiny.
Market signals
The MCA now mandates disclosure of all persons with ultimate beneficial interest, even through multiple layers of corporate entities, trusts, or foreign investment vehicles. Infrastructure SPVs cannot rely on opaque intermediate entities to shield BO identity.
SPVs must now obtain board resolutions and certified declarations from non-individual investors confirming their own beneficial owners. This cascading transparency requirement applies to PE funds, HUFs, and corporate groups investing in infrastructure projects.
From June 2026, SPVs must file quarterly BO certifications with the Registrar of Companies, replacing the previous annual cycle. Non-compliance risks summary prosecution and potential director disqualification under the Companies Act.
Vinayakam Consultants advises that infrastructure SPVs must now conduct a comprehensive BO audit across all shareholder tiers—critical before the Q2 2026 filing deadline (30 June). Non-disclosure or misrepresentation attracts penalties up to ₹50 lakh and criminal liability under Section 90 of the Companies Act. We help clients map investor chains, obtain compliant KYC documentation, and file accurate BO returns to avoid RoC notices and reputational risk.
Your action checklist
- Audit all current shareholders and their ultimate beneficial owners; map corporate chains, trusts, and foreign investment structures backing your SPV.
- Obtain fresh beneficial ownership declarations from each investor (individual and non-individual) signed by authorized signatories with board-level certification.
- Prepare Q2 2026 quarterly BO certification (due 30 June) in the prescribed MCA-e Form and pre-file internally to catch discrepancies.
- Engage Vinayakam's SPV governance team to review your BO documentation, flag hidden ownership risks, and ensure MCA compliance before the deadline.
Frequently asked questions
The MCA issued clarificatory circulars in April 2026 mandating disclosure of all persons with ultimate beneficial interest through multiple corporate layers, with stricter KYC protocols and quarterly BO certifications replacing annual filings from June 2026.
Non-disclosure or misrepresentation of beneficial ownership attracts penalties up to ₹50 lakh and criminal liability under Section 90 of the Companies Act, including potential director disqualification.
Infrastructure SPVs must file their first quarterly BO certification with the Registrar of Companies by 30 June 2026 (Q2 2026 deadline).