MAURITIUS Trends and Developments Contributed by: Michael Hough and Keshini Soborun, Eversheds Sutherland
The 2025 Regulations authorise the Commission to conduct market inquiries where it considers it nec - essary or desirable for the purpose of carrying out its functions. The Commission may request a person to submit relevant information to conduct its inquiry. Failure to comply with this request may result in fines, as provided for under the regulations. Based on the findings of a market inquiry, the Commission may, inter alia: • initiate an investigation; • enter into agreements with undertakings to imple - ment necessary remedies aimed at addressing the Commission’s concerns; • make policy recommendations; or • conduct advocacy. In response to these changes, Mauritius has recently announced that it intends to reform its current com - petition legislation by creating a new competition law legal framework to align with local and international developments. This new direction could offer a level of comfort and confidence to companies engaging in M&A transactions by providing clearer legislation surrounding the nuances of competition law, merger requirements and notification thresholds. In turn, com - panies must carefully assess their regulatory require - ments to avoid undue delays or unenforceable trans - actions. Regulatory Developments: Disclosure and Reporting Guidelines for Environment, Social and Governance Funds (ESG) in Mauritius and Its Impact on Investors Another impactful regulatory development, alongside competition law reform, is the issuance of disclo - sure and reporting obligations of ESG funds that are authorised or registered in Mauritius (the “Guidelines”) by the Financial Services Commission in Mauritius (FSC). The Guidelines apply to collective investment schemes, closed-end funds (including sub-funds of variable capital companies) and umbrella funds/ cells of a protected cell company, which adopt ESG factors as their key investment focus and strategy (ESG schemes). Ultimately, the Guidelines are geared towards safeguarding investor protection and enhanc - ing confidence in sustainable investment products,
along with bolstering Mauritius’ reputation as a cred - ible jurisdiction for sustainable finance. An example of such increased regulatory scrutiny is the offering document of an ESG scheme, which must disclose the following: • investment objective – clear description of the ESG focus (eg, climate change and carbon emissions, sustainability, gender and diversity) and the rel - evant ESG criteria, methodologies or metrics used to evaluate investments; • investment strategy – clear description of the investment strategy used to achieve the ESG goal, including how ESG factors are integrated into the investment decision-making process and portfolio management; • asset allocation – disclosure of the proportion of the ESG scheme’s net asset value that is allocated to ESG-compliant investments and the manage - ment of non-ESG assets; • benchmark – identification of ESG-specific bench - marks used for performance measurement and their relevance to the ESG scheme’s strategy; and • risks – description of risks associated with the ESG focus and investment strategy. The Guidelines substantially elevate disclosure and reporting requirements for ESG-compliant funds and mandate more stringent and in-depth due diligence processes in M&A transactions where acquisitions may involve shareholding stakes or portfolio com - panies held by ESG schemes. Since the Guidelines apply to ESG schemes that are continued from foreign jurisdictions and cross the border into Mauritius, any pre-completion requirements in relation to a domicili - ation or restructuring could involve satisfying the new ESG regulatory conditions. In conclusion, for cor - porate M&A in Mauritius, this means intensive ESG- focused due diligence, greater contractual protection mechanisms and increased regulatory considerations in cross-border transactions. Tiger Global and the India-Mauritius Tax Treaty In January 2026, the Supreme Court of India issued a landmark ruling on capital gains tax exemptions in The Authority for Advance Rulings (Income Tax) & Others v Tiger Global International II Holdings & Others . The
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