# New Labour Code 2026 and What Foreign Owned Companies Must Change

> Source: https://krystal7.com/insights/new-labour-codes-foreign-owned-companies-india
> Publisher: Krystal7 Consultants (Krystal7 Innovations Private Limited), Gurugram, India
> Author: CA Nandini
> Published: 19 Aug 2026; updated 01 Oct 2026
> Summary: India's four labour codes took effect on 21 Nov 2025. See the 50 percent wage rule, PF and gratuity cost, and the two day final pay rule.

*Written by CA Nandini, Krystal7 Consultants. Last updated 27 September 2026.*

**India's four labour codes took effect on 21 Nov 2025 and replaced 29 central labour laws. They are the Code on Wages, 2019, the Industrial Relations Code, 2020 and the Code on Social Security, 2020. The fourth is the Occupational Safety, Health and Working Conditions Code, 2020. For a foreign owned subsidiary, wages now have one definition with a 50 percent cap on excluded pay. Fixed term staff earn gratuity after one year, and final pay is due within two working days.**

This page takes each change in the order your HR and finance teams will meet it. It includes the salary arithmetic for an employee on INR 24,00,000 a year, the state rules position, penalties and a checklist.

## What are the new labour codes and when did they take effect?

The new labour codes are four central laws that merge 29 older labour Acts. The Government of India brought them into force on 21 Nov 2025. The Ministry of Labour and Employment notified the central rules under all four codes on 8 May 2026. State rules run on a separate track, and Maharashtra still had draft rules only on 27 Sep 2026.

The ministry announced the start date in a [press release of 21 Nov 2025](https://www.pib.gov.in/PressReleasePage.aspx?PRID=2192463). The release says the old Acts' rules, notifications and schemes continue during the transition. The ministry's [FAQs of 30 Dec 2025](https://www.labour.gov.in/static/uploads/2026/01/de4758d5bfeffc456d7de97a801891b0.pdf) add that old rules stay in force until new rules arrive, so far as they fit the codes.

The [gazette notifications](https://labour.maharashtra.gov.in/sites/default/files/2025-11/implementation-of-labour-codes.pdf) are all dated 21 Nov 2025. S.O. 5319(E) covers the Code on Social Security and S.O. 5320(E) the IR Code. S.O. 5321(E) covers the OSH Code and S.O. 5322(E) the Code on Wages. The first and the last held back a few provisions, including the PF contribution clauses covered below.

The final central rules, G.S.R. 342(E) to G.S.R. 345(E), came into force on publication on 8 May 2026. They bind only where the Central Government is the "appropriate government". For a private company office, the state is usually the appropriate government under the Code on Wages, the IR Code and the OSH Code. Provident fund (PF) and Employees' State Insurance (ESI) stay central, because EPFO and ESIC run them nationally.

| Code | Act number | Central rules of 8 May 2026 | What it controls for a subsidiary |
|---|---|---|---|
| Code on Wages, 2019 | Act 29 of 2019 | Code on Wages (Central) Rules, 2026, G.S.R. 343(E) | Wage definition, minimum wage, pay dates, deductions, bonus, final pay |
| Industrial Relations Code, 2020 | Act 35 of 2020 | Industrial Relations (Central) Rules, 2026, G.S.R. 342(E) | Fixed term employment, grievance committee, standing orders, notice of change, retrenchment |
| Code on Social Security, 2020 | Act 36 of 2020 | Social Security (Central) Rules, 2026, G.S.R. 344(E) | PF, ESI, gratuity, maternity benefit, gig worker schemes |
| Occupational Safety, Health and Working Conditions Code, 2020 (OSH Code) | Act 37 of 2020 | OSH (Central) Rules, 2026, G.S.R. 345(E) | Registration, appointment letters, health checks, hours, overtime, leave, women at night |

## Which old laws did the four codes replace?

The four codes replaced 29 central labour laws. The Code on Wages took over 4 Acts, the IR Code 3, the Code on Social Security 9 and the OSH Code 13. State laws were not replaced. Your state's Shops and Establishments Act still governs office hours, holidays and leave alongside the OSH Code.

| Code | Central Acts it replaced | Count |
|---|---|---|
| Code on Wages, 2019 | Payment of Wages Act, 1936; Minimum Wages Act, 1948; Payment of Bonus Act, 1965; Equal Remuneration Act, 1976 | 4 |
| Industrial Relations Code, 2020 | Trade Unions Act, 1926; Industrial Employment (Standing Orders) Act, 1946; Industrial Disputes Act, 1947 | 3 |
| Code on Social Security, 2020 | Employees' Compensation Act, 1923; Employees' State Insurance Act, 1948; Employees' Provident Funds and Miscellaneous Provisions Act, 1952; Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959; Maternity Benefit Act, 1961; Payment of Gratuity Act, 1972; Cine Workers Welfare Fund Act, 1981; Building and Other Construction Workers Welfare Cess Act, 1996; Unorganised Workers' Social Security Act, 2008 | 9 |
| OSH Code, 2020 | Factories Act, 1948; Plantations Labour Act, 1951; Mines Act, 1952; Working Journalists and Other Newspaper Employees Act, 1955; Working Journalists (Fixation of Rates of Wages) Act, 1958; Motor Transport Workers Act, 1961; Beedi and Cigar Workers Act, 1966; Contract Labour (Regulation and Abolition) Act, 1970; Sales Promotion Employees Act, 1976; Inter State Migrant Workmen Act, 1979; Cine Workers and Cinema Theatre Workers Act, 1981; Dock Workers (Safety, Health and Welfare) Act, 1986; Building and Other Construction Workers Act, 1996 | 13 |

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 sits outside the codes. Your Internal Committee, policy and annual report under it do not change.

## What is the new definition of wages and the 50 percent rule?

Section 2(y) of the Code on Wages defines wages as all remuneration minus eleven listed exclusions. Wages include basic pay, dearness allowance (DA) and retaining allowance. If the excluded items in clauses (a) to (i) add up to more than half of total remuneration, the excess is added back to wages. Section 2(88) of the Code on Social Security uses the same definition.

The [text of the Code on Wages](https://www.labour.gov.in/static/uploads/2025/06/c328da14bbb15fc4ad571dc33e7a4ab3.pdf) lists the exclusions as clauses (a) to (k). Only (a) to (i) sit inside the 50 percent test.

| Clause of section 2(y) | Excluded item | Inside the 50% test |
|---|---|---|
| (a) | Bonus payable under a law that is not part of contractual pay | Yes |
| (b) | Value of house accommodation, light, water, medical attendance or another amenity excluded by government order | Yes |
| (c) | Employer contribution to a pension or provident fund, with interest | Yes |
| (d) | Conveyance allowance or the value of a travelling concession | Yes |
| (e) | A sum paid to cover special expenses of the job | Yes |
| (f) | House rent allowance (HRA) | Yes |
| (g) | Remuneration under an award or settlement | Yes |
| (h) | Overtime allowance | Yes |
| (i) | Commission | Yes |
| (j) | Gratuity on termination | No |
| (k) | Retrenchment compensation, other retirement benefit, or ex gratia on termination | No |

The second proviso adds clauses (d), (f), (g) and (h) back into wages for equal pay and for payment of wages. So HRA, conveyance, award pay and overtime count when you pay final dues. The Explanation counts remuneration in kind as wages up to 15 percent of total wages. The ministry's [Additional FAQs as on 16 Mar 2026](https://www.labour.gov.in/static/uploads/2026/03/a4ccf4c6d97c4f1f36a6d83f8c64213d.pdf) give food coupons and mobile recharges as examples.

The ministry's FAQs settle several edge cases:

- The definition applies from 21 Nov 2025, and one definition serves all four codes (Additional FAQ 7; FAQ 6 of 30 Dec 2025).

- Performance based incentives, ESOPs, variable pay and reimbursements are not wages (FAQ 3 of 30 Dec 2025).

- Leave encashment is not an allowance for this test (FAQ 5 of 30 Dec 2025).

- Overtime allowance sits inside the 50 percent test (Additional FAQ 8).

- Employer PF and pension contributions and statutory bonus count in total remuneration for the test. Gratuity, ESI and other retirement benefits do not (Additional FAQ 1).

The ministry's illustration in FAQ 7 of 30 Dec 2025 takes total remuneration of INR 76,000 a month. Basic pay and DA are INR 20,000 and allowances are INR 40,000. Half of INR 76,000 is INR 38,000. The allowances exceed that by INR 2,000, so wages become INR 22,000.

Many foreign owned subsidiaries pay a large fixed "special allowance". The Code does not list it as an exclusion. The ministry's FAQ 4 of 30 Dec 2025 tests "allowances and benefits together" against 50 percent. Read that way, a special allowance sits in the tested pool, and wages come to at least half of total remuneration.

The statutory text supports a stricter reading. A fixed special allowance fits no exclusion, so it would count as wages in full. Under that reading, the 50 percent line is only a floor. Additional FAQ 13 says a payment outside the components of section 2(88) does not count for gratuity. It does not name special allowance, so it does not settle the point. We model both readings for clients, and the worked example shows the rupee gap.

## How does the wage rule change PF and gratuity cost?

Gratuity rises for most staff because it now uses the new wage base, and that base has no cap. PF rises where you pay PF on actual wages or where an employee earns near the PF ceiling. Separately, the PF wage ceiling rose from INR 15,000 to INR 25,000 a month on 17 Sep 2026.

| Purpose | Base under the old law | Base under the codes |
|---|---|---|
| PF | Basic wages plus DA and retaining allowance (EPF Act) | Code wages up to the ceiling (INR 25,000 from 17 Sep 2026), unless you contribute on higher wages |
| Gratuity | Basic plus DA (Payment of Gratuity Act) | Code wages with no wage cap; payout capped at INR 20,00,000 |
| ESI coverage | ESI Act wages, which counted most allowances | Code wages, tested against the INR 21,000 limit |
| Statutory bonus | Salary or wage under the Payment of Bonus Act | Code wages, for employees earning up to INR 21,000 a month |
| Final pay and equal pay | Payment of Wages Act and Equal Remuneration Act | Code wages plus HRA, conveyance, award pay and overtime |

**PF.** Most establishments pay PF at 12 percent of wages from each side. [S.O. 3582(E) of 1 Jul 2026](https://egazette.gov.in/WriteReadData/2026/274112.pdf), issued under the first proviso to section 16(1)(a) of the Code on Social Security, sets that rate. A 10 percent rate continues only for establishments the Centre notifies. Most employers restrict PF to the statutory ceiling for staff who earn above it.

PF moved under the Code in stages. S.O. 5319(E) kept the PF contribution clauses of section 16(1) out of the 21 Nov 2025 start. It also left the EPF Act, 1952 unrepealed on that date. S.O. 2702(E) of 29 May 2026 then set the INR 15,000 ceiling under the Code. The Employees' Provident Funds Scheme, 2026 replaced the 1952 scheme on 29 Jun 2026 ([PIB, 2 Sep 2026](https://www.pib.gov.in/PressReleasePage.aspx?PRID=2305867)). If you changed the PF base between 21 Nov 2025 and 29 Jun 2026, confirm that treatment with your EPFO office.

According to the [PIB release of 16 Sep 2026](https://www.pib.gov.in/PressReleasePage.aspx?PRID=2310811), the Union Cabinet approved a ceiling of INR 25,000 a month. It covers EPF, the pension scheme and the deposit linked insurance scheme. The [ministry's release of 23 Sep 2026](https://www.pib.gov.in/PressReleasePage.aspx?PRID=2313829) says the change brings more than 51 lakh workers into mandatory EPFO coverage.

The notification is S.O. 5109(E), issued under section 2(89) of the Code for Chapter III, the PF chapter. It took effect on 17 Sep 2026 and supersedes S.O. 2702(E).

For staff above the ceiling whose PF you restrict, the wage rule changes nothing. The ceiling does. Their statutory PF moves from INR 1,800 a month on each side (12 percent of INR 15,000) to INR 3,000. The pension share inside the employer's contribution rises from INR 1,250 to INR 2,083. For staff on PF with actual wages, the PF base moves to Code wages. Because employer PF sits inside the 50 percent test, payroll must solve wages and PF together.

EPFO's [FAQs on the revised wage ceiling](https://pmvbry-cdn.epfindia.gov.in/wp-content/uploads/2026/09/EPFO_Wage_Ceiling_FAQs.pdf) split the September 2026 wage month. Contributions for 1 to 16 Sep use the INR 15,000 ceiling, and those for 17 to 30 Sep use INR 25,000. Both periods go in a single ECR (electronic challan cum return). The FAQs also let employers recover the employee share in the next payroll cycle without prior approval.

**ESI.** Additional FAQ 12 applies Code wages to ESI from 21 Nov 2025 and keeps the INR 21,000 coverage limit. Code wages can be lower than the old ESI Act wages, which counted most allowances. So some employees with gross pay above INR 21,000 may now fall inside ESI. Code wages are at least half of total remuneration, so check everyone earning up to INR 42,000. ESIC regional offices issued notes in December 2025 on ESI compliance after the change in the wages definition. Ask your ESIC branch office for the note that covers you.

**Gratuity.** Gratuity is 15 days' wages for each completed year of service, and a part year over six months counts as a year. For a monthly paid employee, 15 days' wages is the last drawn monthly wage divided by 26 and multiplied by 15. The formula sits in section 53(2) of the Code on Social Security.

Gratuity paid on or after 21 Nov 2025 uses last drawn wages under the new definition, whenever service began (Additional FAQ 6, 11 and 17). So an employee with eight years of service who leaves in 2026 gets all eight years at the new base. The payout cap stays at INR 20,00,000 (FAQ 12 of 30 Dec 2025). The employer must pay within 30 days of the date gratuity becomes payable (section 56).

For your accounts, the jump is a plan amendment. Your actuary will show it as past service cost in the year that includes 21 Nov 2025. For a 31 March year end, that is FY 2025-26. Before the audit, our [virtual CFO team](/insights/virtual-cfo-for-foreign-subsidiary-in-india) briefs the parent's reporting team on the charge.

## What changes for fixed term employees?

A fixed term employee is a worker hired directly by the employer on a written contract for a fixed period. Section 2(o) of the IR Code requires the same hours, wages, allowances and other benefits as a permanent worker doing similar work. Gratuity becomes payable after one year of service under the contract, instead of five years.

The [IR Code](https://www.labour.gov.in/static/uploads/2025/07/682a44b5426bff2c1f4943ee1b2fd566.pdf) also gives fixed term staff all statutory benefits of a permanent worker, in proportion to service. That holds even when the contract is shorter than the normal qualifying period. Section 53(1) of the Code on Social Security waives the five year condition when a fixed term contract expires.

The ministry confirms eligibility after one year from the start of the contract (Additional FAQ 14). A contract of 11 months does not qualify on expiry (Additional FAQ 19). A proviso to section 53(2) says fixed term gratuity is paid "on pro rata basis". Neither the Code nor the ministry's FAQs say how to compute it. It could mean exact months or the usual six month rounding. Check the gratuity rules of your appropriate government, and until they settle it, we pay the higher figure.

Fixed term employment covers only employees the company engages directly (Additional FAQ 10). Staff supplied by a manpower contractor are contract labour. For them, the contractor pays gratuity after five years of continuous service (Additional FAQ 16).

The end of a fixed term contract is not retrenchment. Section 2(zh)(iv) of the IR Code excludes termination on completion of the fixed term. So no retrenchment notice or compensation is due when the contract simply ends. A contract you end early is a different case.

Foreign parents often use fixed term contracts for project teams and the first year of an India launch. The contracts now cost about the same as permanent roles. Their value lies in a clean exit on expiry.

## How fast must final dues be paid when someone leaves?

Under section 17(2) of the Code on Wages, an employer must pay wages within two working days after an employee leaves. The rule covers removal, dismissal, retrenchment, resignation and closure. It applies to every employee, managers included. Gratuity has a separate limit of 30 days under section 56 of the Code on Social Security.

The Payment of Wages Act had a wage ceiling, so senior staff sat outside its timelines. The Code on Wages has none, and the ministry confirms the timely payment rules cover all employees (Additional FAQ 2). A policy that settles full and final dues in 30 or 45 days now breaches the Code for every leaver.

We settle all of these within the two working days:

1. Salary to the last working day, with all fixed allowances, HRA and conveyance.
2. Overtime due for the final wage period.
3. Encashment of leave to the worker's credit, which section 32 of the OSH Code gives on separation (Additional FAQ 26).
4. Notice pay due to the employee, when you end the employment without full notice.

The Code does not say whether "resignation" means the day an employee submits it or the day it takes effect. We read it as the last working day. Any deduction from final wages must be one that section 18 allows, and deductions in a wage period cannot exceed 50 percent of wages. Pay variable pay and performance bonus under your plan terms, because they are not wages.

Two working days means the establishment's working days. For an office that works Monday to Friday, a last day of Friday 4 Dec 2026 means payment by Tuesday 8 Dec 2026. An employee can file a wage claim within three years under section 45.

| Event | Deadline | Source |
|---|---|---|
| Monthly wages | Before the end of the 7th day of the next month | Code on Wages, section 17(1) |
| Final wages on exit | Within 2 working days | Code on Wages, section 17(2) |
| Gratuity | Within 30 days of becoming payable | Code on Social Security, section 56 |
| PF and ESI deposit | The 15th of the next month under the old schemes; check the due date in the EPF Scheme, 2026 | EPF and ESI schemes |
| Appointment letters to staff in service on 21 Nov 2025 | Within 3 months, so by 21 Feb 2026 | OSH Code, section 6(1)(f) |
| Registration of an establishment with 10 or more workers | Within 60 days of the Code applying to it | OSH Code, section 3 |
| Notice of change in service conditions | 21 days before the change | IR Code, section 40 |
| Grievance Redressal Committee proceedings | Within 30 days of the application | IR Code, section 4 |
| Reskilling fund deposit | 15 days' last drawn wages per retrenched worker, within 10 days (central rules) | IR Code, section 83 |

## What changes on working hours, overtime and leave?

Section 25 of the OSH Code limits work to 8 hours a day. The ministry treats work beyond 8 hours in a day or 48 hours in a week as overtime. Overtime earns twice the normal wage rate and needs the worker's consent. Annual leave accrues at one day for every 20 days worked once a worker completes 180 days in a calendar year.

These rules protect "workers". The [OSH Code](https://www.labour.gov.in/static/uploads/2025/07/36fcfa5d8e6b9145e282bf7b950d6c47.pdf) excludes people employed mainly in a managerial or administrative capacity. It also excludes supervisors who draw more than INR 18,000 a month. Engineers, analysts and support staff who do not manage or supervise are workers, whatever their pay.

| Topic | Rule | Source |
|---|---|---|
| Daily hours | 8 hours, with intervals and spread over set by the appropriate government | OSH Code, section 25 |
| Overtime trigger | More than 8 hours in a day or 48 hours in a week | Additional FAQ 24 |
| Overtime rate | Twice the normal rate of wages | Code on Wages, section 14; OSH Code, section 27 |
| Overtime consent and cap | Consent required; the appropriate government caps total hours | OSH Code, section 27 |
| Weekly rest | No work beyond 6 days a week without a compensatory holiday | OSH Code, section 26 |
| Annual leave | 1 day for every 20 days worked, after 180 days in a calendar year | OSH Code, section 32 |
| Carry forward and encashment | Up to 30 days carried forward, plus refused leave; all credit encashed on separation | Additional FAQ 21 and 26 |
| Women at night | Before 6 am or after 7 pm only with consent and safety measures | OSH Code, section 43 |

Overtime under the Code on Wages goes to employees whose minimum rate of wages is fixed under the Code (Additional FAQ 5). The Code does not create a four day week. A longer day depends on the spread over your state's rules allow. Until those rules are final, your state's Shops and Establishments Act continues to set spread over and weekly holidays.

The ministry says a more favourable state benefit continues (Additional FAQ 25). If your state law gives 18 days of earned leave and the OSH Code gives 15, the employee keeps 18. Write the higher figure into the leave policy.

## Which new duties apply from the first employee?

Some duties now apply to every employer, whatever the headcount. The main ones are a written appointment letter, a wage slip, the minimum wage, equal pay for all genders and timely wages. Employers must also offer a free annual health check to older employees and get consent before women work at night.

- **Appointment letters.** Section 6(1)(f) of the OSH Code requires a letter of appointment for every new employee, in the prescribed form. Staff in service on 21 Nov 2025 had to receive one within three months, so by 21 Feb 2026.

- **Health checks.** Section 6(1)(c) requires a free annual health examination above a prescribed age. The PIB release of 21 Nov 2025 gives the age as 40. State rules apply where the state is the appropriate government (Additional FAQ 27).

- **Wage slips and registers.** The ministry's [Compliance Handbook for Employers](https://www.labour.gov.in/static/uploads/2026/02/83978455025732b99b0165def80ab171.pdf) requires wage slips on or before payment. It says records must be kept for five years.

- **Minimum and equal wages.** Section 5 of the Code on Wages gives every employee the minimum wage. States cannot fix it below the central floor wage. Section 3 bars gender discrimination in pay and recruitment.

- **Maternity benefit.** The Code on Social Security keeps 26 weeks of maternity benefit. A woman qualifies after 80 days of work in the previous 12 months.

- **Night work for women.** Section 43 of the OSH Code requires the woman's consent, and the appropriate government's rules set the safety conditions. Your Internal Committee under the 2013 law must cover night shifts too.

## Which obligations switch on as headcount grows?

Headcount triggers differ by code. At 10 workers, you register under the OSH Code, and ESI and gratuity apply. At 20, PF and a Grievance Redressal Committee apply. At 300 workers, you need standing orders and prior government permission for lay off, retrenchment or closure.

| Headcount | Obligation | Source |
|---|---|---|
| 1 or more | Minimum wage, timely wages, final pay in 2 working days, appointment letter, equal pay | Code on Wages; OSH Code, section 6 |
| 10 or more workers | Registration of the establishment | OSH Code, section 3 |
| 10 or more employees | ESI within the wage limit; gratuity | Code on Social Security |
| 20 or more employees | PF, for every establishment whatever its industry | Code on Social Security |
| 20 or more workers | Grievance Redressal Committee of up to 10 members | IR Code, section 4 |
| 50 or more | Creche facility; lay off and retrenchment notice rules in Chapter IX | OSH Code; IR Code |
| 100 or more workers | Works committee when the government requires one; canteen | IR Code, section 3; OSH Code |
| 300 or more workers | Standing orders; prior permission for lay off, retrenchment and closure | IR Code, section 28 and Chapter X |

The IR and OSH thresholds count "workers", which excludes managers and senior supervisors. A 25 person subsidiary with five managers has 20 workers and needs a Grievance Redressal Committee. PF now reaches every establishment with 20 or more employees, as the [PIB factsheet of 22 Nov 2025](https://www.pib.gov.in/FactsheetDetails.aspx?Id=150473) confirms.

The standing orders threshold moved from 100 to 300 workers. According to the [PIB note on the IR Code](https://static.pib.gov.in/WriteReadData/specificdocs/documents/2025/nov/doc20251123703701.pdf), the model standing orders for services allow work from home by mutual agreement.

## Do state rules matter for a subsidiary with one office?

Yes. For a private company office, the state government is usually the appropriate government under the Code on Wages, the IR Code and the OSH Code. Its rules set the forms, registers, health check age, spread over, overtime cap and filing portal. Maharashtra, for one, still had draft rules only on 27 Sep 2026.

Where a state has only draft rules, the old state rules continue so far as they fit the codes (FAQ 1 of 30 Dec 2025). State minimum wages, holiday lists and Shops and Establishments registrations also continue. A Bengaluru subsidiary runs on the codes, the old Karnataka rules and the Karnataka Shops and Commercial Establishments Act together.

| State | Labour code rules status (27 Sep 2026) | Shops and establishments law that still applies |
|---|---|---|
| Karnataka | Check the state labour department site and the Karnataka Gazette | Karnataka Shops and Commercial Establishments Act, 1961 |
| Maharashtra | Draft rules in the state gazette of 28 Apr 2026; comments closed 12 Jun 2026; no final rules on the department's page | Maharashtra Shops and Establishments (Regulation of Employment and Conditions of Service) Act, 2017 |
| Haryana | Check the state labour department site and the Haryana Gazette | Punjab Shops and Commercial Establishments Act, 1958, as applied in Haryana |
| Tamil Nadu | Check the state labour department site and the Tamil Nadu Government Gazette | Tamil Nadu Shops and Establishments Act, 1947 |
| Telangana | Check the state labour department site and the Telangana Gazette | Telangana Shops and Establishments Act, 1988 |
| Delhi | Check the Delhi labour department site and the Delhi Gazette | Delhi Shops and Establishments Act, 1954 |

The [Maharashtra labour department's page](https://labour.maharashtra.gov.in/en/publication/new-labour-code) on the new codes is the source for that row. For the other states, check the state gazette before you change forms or registers, because private trackers do not agree on the status.

Some rules are the same in every state already. The wage definition, the two day final pay rule and fixed term gratuity come from the codes themselves. PF and ESI follow EPFO and ESIC.

## What must a foreign owned company change first?

Start with the items that carry money or a hard deadline. Those are the salary structure, gratuity provision, final settlement timing, fixed term contracts and appointment letters. Then fix registrations, committees and policies. The table splits the work by function so each team owns its list.

| Function | What to change | Code and section |
|---|---|---|
| HR | Reissue appointment letters in the prescribed form, including for existing staff | OSH Code, section 6(1)(f) |
| HR | Rewrite fixed term contracts for parity and one year gratuity | IR Code, section 2(o) |
| HR | Set up a Grievance Redressal Committee at 20 workers | IR Code, section 4 |
| HR | Update leave, overtime and night shift policies | OSH Code, sections 27, 32 and 43 |
| Payroll | Recompute Code wages for every employee and test the 50% line | Code on Wages, section 2(y) |
| Payroll | Move PF to the INR 25,000 ceiling from 17 Sep 2026 and retest ESI | Code on Social Security |
| Payroll | Pay final wages within 2 working days of exit | Code on Wages, section 17(2) |
| Finance | Revalue gratuity and book past service cost | Code on Social Security, section 53 |
| Finance | Update the parent's cost plan and transfer pricing mark up | Intercompany agreement |
| Legal | Give 21 days' notice before changing workers' salary structures | IR Code, section 40 |
| Legal | Register under the OSH Code and file its annual return | OSH Code, sections 3 and 33 |

The transfer pricing row matters for captive service subsidiaries. If your Indian company bills the parent at cost plus a mark up, higher PF and gratuity raise the cost base. Update the intercompany budget, or the margin slips. Our [foreign subsidiary compliance guide](/insights/foreign-subsidiary-compliance-india-the-complete-2026-guide) covers the transfer pricing side.

Wages, allowances and hours are Third Schedule matters under section 40 of the IR Code, so a salary restructure needs 21 days' notice to workers. Our [payroll management team](/services/payroll-management.html) builds that notice into the timeline.

## What are the penalties under the codes?

Most first offences under the codes now carry fines only, and many can be compounded for 50 percent of the maximum fine. Underpaying an employee under the Code on Wages costs up to INR 50,000 for a first offence. Repeat offences within five years can bring imprisonment.

The codes add a step before prosecution. Under section 54(3) of the Code on Wages, the Inspector cum Facilitator must first give a written direction to comply within a set time. If you comply, no prosecution follows. That chance is lost for a repeat of the same kind within five years. The [PIB factsheet on the Code on Social Security](https://www.pib.gov.in/FactsheetDetails.aspx?Id=150473) describes a similar 30 day improvement notice.

| Offence | Penalty | Section |
|---|---|---|
| Paying an employee less than the amount due, first offence | Fine up to INR 50,000 | Code on Wages, section 54(1)(a) |
| Same offence repeated within 5 years | Imprisonment up to 3 months or fine up to INR 1,00,000, or both | Code on Wages, section 54(1)(b) |
| Any other contravention of the Code or rules | Fine up to INR 20,000; on repeat, up to 1 month or INR 40,000, or both | Code on Wages, section 54(1)(c) and (d) |
| Not keeping or improperly keeping records | Fine up to INR 10,000 | Code on Wages, section 54(2) |
| Compounding under the Code on Wages | 50% of the maximum fine; not for a repeat within 5 years | Code on Wages, section 56 |
| Breach of lay off, retrenchment or closure rules at 300 or more workers | Fine of INR 1,00,000 to INR 10,00,000 | IR Code, section 86(1) |
| Breach of Chapter IX duties on lay off, retrenchment and closure | Fine of INR 50,000 to INR 2,00,000 | IR Code, section 86(3) |
| Unfair labour practice | Fine of INR 10,000 to INR 2,00,000 | IR Code, section 86(5) |
| Any other contravention of the IR Code or rules | Fine up to INR 1,00,000 | IR Code, section 86(20) |
| Compounding under the IR Code | 50% of the maximum fine for fine only offences; 75% where imprisonment up to 1 year is possible; not for a repeat within 3 years | IR Code, section 89 |
| PF or ESI contribution deducted from wages but not deposited | Imprisonment of 1 to 3 years and fine of INR 1,00,000 | Code on Social Security, section 133 |
| Compounding under the Code on Social Security | As for the IR Code; not for a repeat within 3 years | Code on Social Security, section 138 |
| Any contravention of the OSH Code or rules with no specific penalty | Penalty of INR 2,00,000 to INR 3,00,000, plus up to INR 2,000 a day if it continues after conviction | OSH Code, section 94 |
| Not keeping registers or not filing returns under the OSH Code | Penalty of INR 50,000 to INR 1,00,000 | OSH Code, section 96(1) |
| Compounding under the OSH Code | Up to 50% of the maximum penalty, or 75% of the maximum fine for an offence; not for a repeat within 3 years | OSH Code, section 114 |

The OSH Code's general penalty starts at INR 2,00,000, so registration and returns deserve early attention. EPFO and ESIC also charge interest and damages on late contributions. Those charges often exceed the fines above. For PF and ESI registration and monthly filings, see our [EPFO compliance service](/services/epfo.html).

## What changed in 2026

The codes started in November 2025, but most of the working detail arrived during 2026. The table lists each change by date and instrument.

| Date | Old position | New position | Instrument |
|---|---|---|---|
| 21 Nov 2025 | 29 separate central labour Acts | Four codes in force; old rules continue in transition | S.O. 5319(E) to S.O. 5322(E); PIB release |
| 30 Dec 2025 | No official reading of the wage definition | FAQs with the 50% illustration, ESOP and incentive exclusions, gratuity cap of INR 20,00,000 | MoLE FAQs on Labour Codes |
| 30 Dec 2025 | No central rules under the codes | Draft central rules under all four codes published for comment | Draft rules in the Gazette |
| 16 Mar 2026 | Open questions on overtime, PF in the 50% test and gratuity transition | Employer PF counts in the test; gratuity at last drawn Code wages for all service | MoLE Additional FAQs |
| 8 May 2026 | Old central rules under the repealed Acts | Final central rules under all four codes, in force on publication | G.S.R. 342(E) to 345(E) |
| 29 May 2026 | PF ceiling of INR 15,000 under the EPF scheme | Same ceiling restated under the Code on Social Security | S.O. 2702(E) |
| 29 Jun 2026 | EPF Scheme, 1952 | Employees' Provident Funds Scheme, 2026 under the Code on Social Security | PIB release of 2 Sep 2026 |
| 1 Jul 2026 | 12% PF rate under the EPF Act | 12% rate notified under the first proviso to section 16(1)(a) of the Code | S.O. 3582(E) |
| 25 Aug 2026 | Bonus under the Payment of Bonus Act | Eligibility up to INR 21,000 a month; bonus computed on INR 7,000 or the minimum wage fixed by the Centre, if higher; both from 21 Nov 2025 | S.O. 4711(E) for eligibility; S.O. 4710(E) for computation |
| 17 Sep 2026 | PF ceiling of INR 15,000 | PF ceiling of INR 25,000, approved by the Cabinet on 16 Sep 2026; September 2026 split at 17 Sep | S.O. 5109(E); PIB releases; EPFO FAQs |

## Worked example

Take an employee of a US company's Indian subsidiary with fixed pay of INR 24,00,000 a year. Offer letters often call this CTC (cost to company). We keep employer PF and gratuity outside it, so the cost change stays visible. Basic pay is 35 percent of fixed pay, PF is restricted to the ceiling, and the employee has six years of service.

| Component | Amount (INR a month) | Treatment under section 2(y) |
|---|---|---|
| Basic pay | 70,000 | Wages |
| House rent allowance | 35,000 | Excluded, clause (f) |
| Conveyance allowance | 5,000 | Excluded, clause (d) |
| Leave travel allowance | 10,000 | Excluded, clause (d) |
| Special allowance | 80,000 | Disputed; see the two readings |
| Fixed cash pay | 2,00,000 | |
| Employer PF at 12% of INR 25,000 | 3,000 | Excluded, clause (c) |
| Total remuneration for the test | 2,03,000 | Gratuity stays outside |

**Step 1.** Compute Code wages. Half of total remuneration is INR 1,01,500.

Under the ministry FAQ reading, every item other than basic pay sits in the tested pool. That pool is INR 1,33,000 (35,000 + 5,000 + 10,000 + 80,000 + 3,000). It exceeds INR 1,01,500 by INR 31,500, so Code wages are INR 1,01,500 (70,000 + 31,500).

Under the text reading, the special allowance counts as wages in full. The excluded pool is INR 53,000 (35,000 + 5,000 + 10,000 + 3,000). That is below INR 1,01,500, so nothing is added back. Code wages are INR 1,50,000 (70,000 + 80,000).

**Step 2.** Compute gratuity. One year of gratuity is wages × 15 ÷ 26. That gives INR 40,385 under the old law, INR 58,558 under the ministry reading and INR 86,538 under the text reading.

**Step 3.** Compute PF. Employer PF was 12 percent of INR 15,000, or INR 1,800 a month. From 17 Sep 2026 it is 12 percent of INR 25,000, or INR 3,000. The wage rule does not change PF here, because both readings give wages above INR 25,000.

| Monthly employer cost (INR) | Old law, PF ceiling INR 15,000 | Now, ministry FAQ reading | Now, text reading |
|---|---|---|---|
| Code wages | 70,000 | 1,01,500 | 1,50,000 |
| Employer PF | 1,800 | 3,000 | 3,000 |
| Gratuity accrual (a year's gratuity ÷ 12) | 3,365 | 4,880 | 7,212 |
| PF plus gratuity | 5,165 | 7,880 | 10,212 |
| Increase over old law, a month | | 2,715 | 5,047 |
| Increase over old law, a year | | 32,580 | 60,564 |

Of the INR 2,715 monthly increase under the ministry reading, INR 1,200 comes from the new PF ceiling. The other INR 1,515 comes from the new wage definition. EDLI premium and EPF administration charges are not shown.

**Step 4.** Price the past service. Gratuity uses last drawn wages for all six years. If this employee leaves in 2026, gratuity is INR 2,42,308 under the old law (70,000 × 15 ÷ 26 × 6). It is INR 3,51,346 under the ministry reading and INR 5,19,231 under the text reading. The catch up for this one employee is INR 1,09,038 or INR 2,76,923. All figures sit well below the INR 20,00,000 cap.

**Step 5.** Test PF on actual wages. Some subsidiaries pay PF on full basic pay rather than the ceiling. Under the old law, employer PF was 12 percent of INR 70,000, or INR 8,400 a month. Under the codes, employer PF sits inside the 50 percent test, so wages and PF depend on each other.

Under the ministry reading, wages equal half of (INR 2,00,000 + 12 percent of wages). Solving gives wages of INR 1,06,383 and employer PF of INR 12,766. Check: total remuneration is INR 2,12,766, and half is INR 1,06,383. Under the text reading, wages stay at INR 1,50,000 and employer PF is INR 18,000.

| Monthly figures (INR), PF on actual wages | Old law | Ministry FAQ reading | Text reading |
|---|---|---|---|
| Code wages | 70,000 | 1,06,383 | 1,50,000 |
| Employer PF, and the same again from the employee | 8,400 | 12,766 | 18,000 |
| Gratuity accrual | 3,365 | 5,115 | 7,212 |
| Employer PF plus gratuity | 11,765 | 17,881 | 25,212 |
| Increase over old law, a month | | 6,116 | 13,447 |

The employee also loses INR 4,366 a month of take home pay under the ministry reading, or INR 9,600 under the text reading. Expect questions before the first revised payslip.

**Step 6.** Close the gap. Move the special allowance into basic pay and named excluded heads. Set basic at INR 1,01,500, so the excluded pool is also INR 1,01,500. Both readings then give Code wages of INR 1,01,500. Check the income tax effect of each head with your payroll adviser first.

**Scenario 2.** A subsidiary hires a data engineer on a 20 month fixed term contract with Code wages of INR 60,000 a month. The eight months over one year exceed six months, so they count as a year. Gratuity is INR 60,000 × 15 ÷ 26 × 2 = INR 69,231. The old law gave nothing.

For an 18 month contract, the six extra months do not exceed six months. The rounding rule gives INR 34,615, and exact pro rata gives INR 51,923 (INR 34,615 × 1.5). This is the open point flagged earlier, so we pay the higher figure.

**Scenario 3.** The engineer's last working day is Friday 4 Dec 2026, and the office works Monday to Friday. Salary, allowances and overtime must reach the engineer by Tuesday 8 Dec 2026, and we pay notice pay due and leave encashment with them. Gratuity of INR 69,231 must follow within 30 days of 4 Dec 2026.

## Common mistakes

1. **Treating the 50 percent rule as the whole test.** A fixed special allowance may count as wages in full under section 2(y). Fix: model both readings, or restructure so no unlisted allowance remains.
2. **Keeping a 30 or 45 day full and final policy.** The Code on Wages requires final wages within two working days. Fix: prepare the settlement before the last working day.
3. **Leaving the PF ceiling at INR 15,000.** The ceiling became INR 25,000 on 17 Sep 2026. Fix: update the payroll master and split September 2026 at 17 Sep, as EPFO's FAQs direct.
4. **Leaving employer PF out of the 50 percent test.** Additional FAQ 1 counts it in total remuneration. Fix: include employer PF and pension contributions.
5. **Pricing gratuity on old wages.** Gratuity paid on or after 21 Nov 2025 uses last drawn Code wages for all years. Fix: rerun pending gratuity and the actuarial valuation.
6. **Treating fixed term staff as cheaper.** They must match permanent staff pay and get gratuity after one year. Fix: benchmark each fixed term role against a permanent one.
7. **Assuming central rules apply to your office.** Central rules bind only where the Centre is the appropriate government. Fix: follow state rules, and old state rules where drafts are not final.
8. **Restructuring salaries without notice.** Section 40 of the IR Code requires 21 days' notice to workers. Fix: issue the notice, then change the structure.
9. **Missing ESI on the new wage base.** Code wages can fall below INR 21,000 while gross pay sits above it. Fix: retest coverage for staff earning up to INR 42,000.
10. **Skipping letters for long serving staff.** Existing staff needed appointment letters by 21 Feb 2026. Fix: issue them now and keep acknowledgements.

## Checklist

1. List every employee with pay components, state of work and whether each person is a worker or a manager.
2. Compute Code wages for each employee under section 2(y), with employer PF inside the 50 percent test.
3. Price the gap between the ministry FAQ reading and the text reading for fixed special allowances.
4. Decide the new salary structure, with basic pay plus DA at 50 percent where you want both readings to match.
5. Issue 21 days' notice of change to workers before the new structure takes effect.
6. Update the PF ceiling to INR 25,000 from 17 Sep 2026 and split the September 2026 contribution between the two ceilings in one ECR.
7. Retest ESI coverage against the INR 21,000 limit using Code wages.
8. Order a revised gratuity valuation and book past service cost for FY 2025-26.
9. Rewrite fixed term contracts for parity, one year gratuity and a clean expiry clause.
10. Change the exit process so final wages leave within two working days and gratuity within 30 days.
11. Issue appointment letters in the prescribed form to all staff.
12. Register the establishment under the OSH Code and set up a Grievance Redressal Committee at 20 workers.
13. Align leave, overtime and night shift policies with the OSH Code, keeping any better state benefit.
14. Track final rules in each state where you employ staff and update forms when they land.
15. Add these deadlines to your [2026-27 compliance calendar](/insights/compliance-calendar-foreign-owned-company-india-2026-27).

To have us rerun this arithmetic on your own salary structures, send one sample payslip through our [contact page](/contact).

## Frequently Asked Questions

### Do the labour codes apply to a wholly owned subsidiary of a foreign company?

Yes. An Indian Private Limited company owned by a foreign parent is an Indian employer like any other. All four codes apply from 21 Nov 2025, and foreign ownership changes nothing. Headcount and state decide which duties apply, such as PF at 20 employees and OSH Code registration at 10 workers.

### Is a fixed special allowance part of wages under the Code on Wages?

It is disputed. Section 2(y) excludes eleven named items, and a special allowance is not one of them. On the text, it counts as wages in full. The ministry's FAQ 4 of 30 Dec 2025 tests "allowances and benefits together" against 50 percent. Model both readings, or restructure pay so no unlisted allowance remains.

### Are ESOPs and RSUs granted by a foreign parent counted as wages?

No. The ministry's FAQ 3 of 30 Dec 2025 says performance based incentives, ESOPs, variable pay and reimbursements are not wages. So RSUs and options from a US or UK parent do not raise PF or gratuity. They remain taxable as perquisites; see our note on [ESOP and RSU tax for Indian employees](/insights/esop-rsu-foreign-parent-indian-employees-tax).

### Does the new wage definition apply to gratuity for service before 21 Nov 2025?

Yes, for gratuity paid on or after 21 Nov 2025. The ministry's Additional FAQ 17 says the employer uses the rate of wages last drawn under the Code on Social Security, whenever service began. Section 53(2) multiplies those wages by all completed years, so past service is repriced at the new base.

### Is the gratuity ceiling still INR 20,00,000?

Yes. The ministry's FAQ 12 of 30 Dec 2025 gives the maximum as INR 20,00,000 as notified. Section 53(3) of the Code on Social Security lets the Central Government notify the ceiling, and we found no 2026 change. An employer can pay more under a contract or agreement, which section 53(5) protects.

### Is an employee on an 11 month fixed term contract entitled to gratuity?

No. The ministry's Additional FAQ 19 says a fixed term employee must render one year of service under the contract to qualify. Section 2(o) of the IR Code sets the same one year condition. If you renew the contract without a break, we count service from the start of the first contract.

### Do managers get overtime under the new labour codes?

Usually not. Additional FAQ 5 says overtime under the Code on Wages goes to employees whose minimum rate of wages is fixed under the Code. The OSH Code's overtime rules protect workers, which excludes managerial and administrative staff and supervisors earning above INR 18,000 a month. Engineers and analysts who do not supervise are workers.

### Does the INR 25,000 PF ceiling increase PF for existing employees?

Yes, where you restrict PF to the ceiling. From 17 Sep 2026, statutory PF is 12 percent of wages up to INR 25,000. That is INR 3,000 a month on each side, up from INR 1,800. Employees earning between INR 15,000 and INR 25,000 who were outside PF also become mandatory members. For September 2026, EPFO splits the month at 17 Sep.

### Do we need OSH Code registration if we already have a Shops and Establishments registration?

Probably yes, at 10 or more workers. Section 3 of the OSH Code requires registration within 60 days. The ministry's handbook exempts an establishment already registered under a central Act, and a Shops and Establishments registration is a state one. Until your state's OSH rules are final, file through the portal the state labour department names.

### Do we need a Grievance Redressal Committee with 25 employees?

Only if 20 or more of them are workers. Section 4 of the IR Code requires the committee at 20 or more workers. Managers and supervisors earning above INR 18,000 a month are not workers. The committee has equal employer and worker members, up to 10 in total. It must finish each case within 30 days.

### Can women employees work night shifts in our Bengaluru office?

Yes, if you meet the conditions. Section 43 of the OSH Code allows women to work before 6 am and after 7 pm with their consent. The safety conditions come from the appropriate government, which for a Bengaluru office means Karnataka's rules and its Shops and Commercial Establishments Act. Record written consent and arrange safe transport.

### Are old labour rules still valid in states without final rules?

Yes, so far as they are consistent with the codes. The ministry's FAQ 1 of 30 Dec 2025 says old rules remain in force until new rules arrive, relying on the General Clauses Act, 1897. The PIB release of 21 Nov 2025 says the same. Keep using old forms and registers until your state notifies final rules.

### Is an annual performance bonus part of wages under the codes?

No. The ministry's Additional FAQ 4 says annual performance based incentives are not wages under the labour codes. Statutory bonus under section 26 of the Code on Wages is different. It applies to employees earning up to INR 21,000 a month and sits inside the 50 percent test.

### Does statutory bonus apply to employees of a foreign owned subsidiary?

Only to employees whose wages do not exceed INR 21,000 a month and who worked at least 30 days in the year. S.O. 4711(E) of 25 Aug 2026 sets that limit, and S.O. 4710(E) caps the computation base at INR 7,000 or the Centre's minimum wage, if higher. Both apply from 21 Nov 2025. Section 26 of the Code on Wages sets bonus between 8.33 percent and 20 percent.

### Is work from home recognised under the IR Code?

Yes, for establishments that need standing orders. The PIB note on the IR Code says the model standing orders for the services sector allow work from home by mutual agreement. Standing orders apply only at 300 or more workers under section 28. Smaller subsidiaries set work from home terms in the appointment letter and HR policy.

### Can the Inspector cum Facilitator prosecute us for a first lapse?

Not straight away under the Code on Wages. Section 54(3) requires a written direction to comply within a set time before prosecution starts. If you comply in time, no prosecution follows. The chance is lost for a repeat of the same kind within five years. The Code on Social Security has a similar 30 day improvement notice.

### Do we need to give notice before restructuring salaries for the 50 percent rule?

Yes, for workers under the IR Code. Section 40 bars changing any Third Schedule condition without 21 days' notice to the affected workers. Wages and allowances are Third Schedule matters. Managers are not workers, but we give them the same notice as good practice.

### Do the labour codes change PF for expat employees of an Indian subsidiary?

The new ceiling does not help them. Expats who are international workers contribute on full salary under the EPF scheme, unless a social security agreement exempts them. The new wage definition applies to their wages too. See our guide to [PF and ESI for expat staff](/insights/pf-esi-foreign-owned-company-international-workers).

## Sources

- Press Information Bureau, Government Makes the Four Labour Codes effective to Simplify and Streamline Labour Laws, 21 Nov 2025, https://www.pib.gov.in/PressReleasePage.aspx?PRID=2192463
- Press Information Bureau, Union Government's Four Labour Codes Simplify and Streamline Labour Laws, 25 Nov 2025, https://www.pib.gov.in/PressReleasePage.aspx?PRID=2194018
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- Press Information Bureau, Code on Wages, 2019 backgrounder, November 2025, https://static.pib.gov.in/WriteReadData/specificdocs/documents/2025/nov/doc20251123703501.pdf
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