SEBI

The Securities Market Code, 2025 (Bill No. 200 of 2025): Raising the Bar to Embrace the Future

Summary: This blog examines the Securities Market Code Bill, 2025, in terms of key changes, and their implications for SEBI and the securities market. SEBI’s regulatory role, along with increased involvement of market infrastructure institutions, securities market service providers and self-regulatory organisations, is poised for significant reform. While the shift towards a principle-based statute upholding good governance, natural justice, transparency and accountability is laudable, certain challenges relating to implementation and capacity-building should be addressed.Continue Reading The Securities Market Code, 2025 (Bill No. 200 of 2025): Raising the Bar to Embrace the Future

Summary: Every time a serious governance failure is discovered, the subject of corporate governance and the role of independent directors take centre stage and become the subject matter of intense media debate. The reality is that independent directors are non-executive directors and have a limited role to play in the day-to-day management of the company. This blog examines the need for regulators to strike a healthy balance between authority and responsibility. The author appeals to the regulators to re-examine the roles and responsibilities of independent directors and set realistic expectations.Continue Reading India Inc’s Governance Dilemma: Are Expectations from Independent Directors Unrealistic?

SEBI’s final word on Merchant Bankers Regulations – Notification of key amendments

Summary: This blog deals with the key changes introduced in terms of the SEBI (Merchant Bankers) (Amendment) Regulations, 2025, issued through a notification dated December 3, 2025. Building on SEBI’s proposals, this piece outlines how the amendments overhaul the existing SEBI (Merchant Banker) Regulations, 1992 for the first time since their introduction and highlights the major reforms that will come into effect from January 1, 2026.Continue Reading SEBI’s final word on Merchant Bankers Regulations – Notification of key amendments

Summary: SEBI has proposed amendments to streamline India’s IPO process through a consultation paper. The proposals address two critical areas — enabling lock-in compliance for pledged non-promoter shares and introducing focused offer document summaries to enhance accessibility for retail investors. These changes aim to resolve practical challenges faced by IPO-bound companies, while simplifying complex disclosure requirements for better investor comprehension.Continue Reading Simplifying IPO Process: SEBI’s approach to pledged shares and offer document summaries

Enabling Differential Distribution for Alternative Investment Funds in IFSC

Summary: The International Financial Services Centres Authority (“IFSCA”) has proposed a new regulatory framework allowing Alternative Investment Funds (“AIFs”) in GIFT IFSC to create multiple unit classes with differential return profiles. The proposal facilitates AIFs with enhanced flexibility to raise capital from investors with varying risk appetites while also enabling blended finance structures that combine commercial, concessional, and philanthropic capital for sustainable investments. IFSCA’s proposed approach offers notably greater flexibility compared to SEBI’s domestic regulations, thereby enabling broader investor participation while maintaining robust investor protection measures.Continue Reading Enabling Differential Distribution for Alternative Investment Funds in IFSC

Summary: Companies undertaking a reverse flip with an eye on an India IPO may need to navigate a complex web of potentially time-sensitive legal and regulatory issues, which may impact the company’s legal, financial, and compliance frameworks and give founders, investors, and the management lots to consider. If not planned carefully, issues may become bottlenecks or roadblocks during the IPO process. Companies should anticipate Indian regulatory expectations to align moving parts well in advance for a successful and timely IPO.

Continue Reading The Road Home Leads to Dalal Street: Key considerations for IPOs after “reverse flips”

FIG Paper No. 50: Recent SEBI Changes – Implications for Intermediaries

Summary: SEBI has recently approved various rule changes for intermediaries such as stock-brokers, REITs/ InvITs, IAs, RAs, FPIs, and angel funds, with a view to ease entry norms and compliance obligations, provide flexibility and to attract more retail and foreign investments. This paper summarises the key changes and their implications for intermediaries.Continue Reading FIG Paper No. 50: Recent SEBI Changes – Implications for Intermediaries

Beyond CPMS Route: SEBI Unlocks Co-Investment Schemes for AIFs

Summary: SEBI has introduced new Amendment Regulations and a CIV Circular allowing Category I and II AIFs to offer co-investment opportunities through Co-investment Schemes (CIV schemes). This provides an alternative to the existing Co-investment Portfolio Manager route under PMS Regulations. The new framework addresses limitations like additional registration costs and investor profile concerns. Key features…

Key Amendments To Securities And Exchange Board Of India (Infrastructure Investment Trusts) Regulations, 2014

Summary: The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, originally published on September 26, 2014, have undergone extensive amendments over the past decade to adapt to evolving market conditions and enhance the regulatory framework for infrastructure investment trusts (“InvITs”), reflecting the regulator’s response to market developments and operational experience. The recent Securities and Exchange Board of India (Infrastructure Investment Trust) (Third Amendment) Regulations, 2025, effective September 1, 2025, represents further progress in regulatory development. Key updates include refining the definition of “public” to exclude related parties, reducing minimum investment thresholds from Rs 1 crore to Rs 25 lakh, aligning reporting timelines with SEBI specified deadlines, and introducing enhanced valuation requirements for highly leveraged InvITs. By way of this amendment, SEBI continues responding swiftly to market reactions and the operational realities of the existing legal framework for InvITs.Continue Reading Key Amendments To Securities And Exchange Board Of India (Infrastructure Investment Trusts) Regulations, 2014

Small and Medium Real Estate Investment Trusts: Regulatory Landscape

Summary: Regulatory framework towards India’s real estate sector is evolving with rapid phase. SEBI’s proactive move to introduce comprehensive governing skeleton for fractional ownership platforms in the form of small and medium real estate investment trusts under the SEBI (Real Estate Investment Trusts) Regulations, 2014, have created robust net of investors protection, removed transparency gaps and exit liquidity issues. This step has standardized disclosure practices along with regulatory oversight. Further, this paradigm shift has democratized the real estate investment access for high-net-worth individuals while ensuring regulatory and governance norms.Continue Reading Small and Medium Real Estate Investment Trusts: Regulatory Landscape