SEBI

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.

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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.

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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.

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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.

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Changing Face of Regulators

Summary: There is an unmistakable change in India’s regulatory architecture. Traditional heavyweight institutional regulators are gradually introducing measures to move away from a rigid enforcement system to a more trust-based framework. Enforcement actions of two key regulators – the Securities and Exchange Board of India (SEBI) and the Reserve bank of India (RBI) appear to be softening. The finance ministry’s move towards deregulation was also evident in Budget 2025, where the formation of a committee to overhaul non-financial sector regulations was announced. The intention behind this announcement was to shed regulatory load and nurture an environment where enterprises can thrive.  Simultaneously, newer watchdogs and their enforcement instincts are emerging as powerful force. They are turning out to be more assertive, which thwarts the effort to balance systemic resilience with enterprise growth.

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The ‘NIL’ Disclosure Dilemma

Summary: Regulation 31 of the SEBI (LODR) Regulations, 2015, requires listed companies to submit quarterly statements of their shareholding pattern and holding of securities across various categories of shareholders, including the promoters and promoter group. This blog examines the interpretative issues caused by the recent SEBI circular dated March 20, 2025, and updated FAQs, on whether it is mandatory for listed entities to disclose ‘promoter and promoter group’ members with ‘NIL’ shareholding in the aforesaid statements.

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Reimagining Board Accountability: From Rotational Retirement to RPT Disqualifications

Summary: “The blog proposes targeted amendments in relation to the following: (i) outdated mechanism of rotational retirement under Section 152(6) of the Companies Act, 2013, and (ii) issue relating to the disqualification of the director for RPTs violations, specifically in line with the legal gap created by the decriminalisation of Section 188 of the Companies Act, 2013.”

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FIG Paper no. 48: Change in Control & Learnings in FIG space

Mergers and acquisitions (M&A) in the banking, financial services, and insurance (BFSI) sector constituted approximately 10% of all M&A activity in India in 2024, exceeding USD 12.1 billion[1] in value, making it the second highest among all sectors. Infrastructure and BFSI are expected to continue driving M&A deal activity in India. Recently, India is seeing several large M&A transactions involving complex structuring, regulatory approvals on account of change in control, bespoke due diligence and documentation considerations and nuanced approach to regulatory interface before and after deal signing to obviate deal failure risks. Basis our recent experience, and change in control provisions applicable to banks, non-banks, payment system operators (PSOs), mutual funds and insurance players, this paper provides an overview of the specific deal and change in control linked regulatory approvals and learnings / considerations relevant from a transaction structuring and deal execution perspective, across each of the BFSI verticals.

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CERC’s Guidelines on VPPA Would Accelerate India’s Energy Transition

Summary: This piece examines the scope and key provisions of the Draft VPPA Guidelines, and potential impact on market participants, especially in the context of India’s ambitious energy transition goals.                                                                  

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