2025UncategorizedSEBI’s 2025 Reforms: What Global Investors Must Know About Indian Deal-Making

August 19, 2025by mamtatiq

Introduction

India’s capital markets are undergoing a transformative shift in 2025, driven by SEBI’s strategic reforms aimed at boosting transparency, investor protection, and digital resilience. Notable changes include stricter disclosure norms for Related Party Transactions (RPTs) under LODR, tighter controls on algorithmic trading, and new cybersecurity mandates for market intermediaries. These reforms directly impact deal structuring, IPO strategies, and ongoing compliance for global investors. KNM India plays a pivotal role by guiding businesses through these evolving mandates with precision. Our Corporate Advisory Services provides SEBI-aligned compliance checklists, policy reviews, and implementation frameworks—helping clients mitigate risk while capitalizing on India’s emergence as a high-potential investment hub.

Key Highlights of SEBI’s 2025 Reforms

SEBI’s 2025 regulatory overhaul aims to streamline capital markets and enhance transparency for global investors. The unified filing system now integrates MCA, SEBI, and stock exchange portals, reducing IPO and M&A approval timelines from T+6 to T+3 days, drastically improving capital raise efficiency. Foreign Portfolio Investors (FPIs) benefit from simplified access protocols and faster regulatory vetting.

Amendments to Regulation 23 of SEBI (LODR) Regulations tighten scrutiny on related-party transactions, mandating prior shareholder approvals and enhanced public disclosures. KNM supports clients with structured compliance checklists, algorithmic trading safeguards, and SEBI’s cybersecurity reporting norms, helping businesses stay audit-ready. ESG disclosures via the BRSR Core format are now mandatory for the top 1,000 listed entities—KNM helps you implement them seamlessly.

 Compliance & Risk Management Imperatives for Foreign Investors

Navigating Multi-Layered Regulatory Terrain

Foreign investors in India must navigate intersecting frameworks under SEBI, MCA, RBI, and CBDT—each imposing distinct but overlapping compliance obligations. SEBI mandates enhanced scrutiny for Related Party Transactions (RPTs) under LODR, while MCA enforces disclosure and audit norms. RBI’s FEMA provisions govern capital inflows, including pricing guidelines and sectoral caps. The CBDT, under Section 9 of the Income Tax Act, triggers taxation on indirect transfers in cross-border M&A.

KNM India guides clients through this maze with tailored compliance checklists, ensuring SEBI’s latest reforms—like algorithmic trading safeguards and cybersecurity frameworks—are effectively implemented. Their team advises on proactive structuring, aligning legal risk controls with operational agility and investor expectations.

Capital-Markets Advisory: Strategic Outlook Post-Reforms

SEBI’s 2025 reforms are redefining India’s capital market access, especially for SMEs and innovation-driven startups. The expansion of the Innovators Growth Platform (IGP) under Regulation 283B of SEBI ICDR Regulations now enables high-tech ventures with minimal profitability history to raise capital efficiently. KNM India guides clients through listing eligibility, prospectus compliance, and post-listing governance under LODR norms.

For QIPs, rights issues, and FPOs, the revised Schedule XVIII norms simplify pricing disclosures and compress timelines from T+6 to T+3 days. KNM offers step-by-step execution—from offer document vetting to merchant banker coordination.

Additionally, with IFSC’s GIFT City listing regime under SEBI (IFSC) Guidelines, 2015, offering tax neutrality, KNM facilitates listing, FEMA compliance, and DP account setup. Our compliance checklists cover SEBI’s mandates on algorithmic trading (Circular SEBI/HO/MRD/DP/CIR/P/2025/40), related-party transactions, and cybersecurity protocols under LODR.

 Key SEBI 2025 Reforms & KNM’s Advisory Support

 

Capital Market InstrumentSEBI 2025 Reform HighlightsKNM India’s Advisory Support
SME/IGP Listings– Relaxed eligibility under Reg. 283B – Tech/startup focus – Reduced lock-in for promoters– Entity structuring & eligibility mapping – Offer document drafting – LODR compliance
QIP / Rights Issue / FPO– Timeline reduced to T+3 – Simplified disclosure norms – Pricing flexibility– Vetting of placement documents – Merchant banker coordination – Tax impact analysis
IFSC Listing (GIFT City)– SEBI (IFSC) Guidelines revised – Global investor access – Tax neutrality under Sec. 80LA– Regulatory filings with IFSCA-FEMA alignment- DP account & custodian support
Algorithmic Trading– Enhanced risk controls – Mandatory audit trails – Algo registration– Checklist-based compliance – Technology audit support – SEBI reporting compliance
Related Party Transactions– Stricter materiality thresholds – Audit committee approvals – Enhanced disclosures– Transaction vetting – Board resolution drafting – LODR compliance advisory
Cybersecurity– New LODR-mandated risk framework – SOC reporting – Regular audits– Cyber policy reviews – IT risk audits – Assistance with SEBI-mandated disclosures

How KNM India Supports Global Investors in the Reform Era?

Navigating SEBI’s evolving regulatory ecosystem—especially post-2025 reforms—requires precision, strategy, and region-specific insights. KNM India acts as a trusted corporate advisory partner, helping foreign investors choose optimal structures (LLP, Pvt Ltd, Branch Office) based on FEMA, the Companies Act, and tax efficiency. For SEBI-regulated entities, KNM provides robust guidance on complying with new RPT thresholds under LODR (Reg. 23), cybersecurity audit norms, and algorithmic trading disclosure mandates. Investors benefit from detailed compliance checklists, covering ROC filings, GST registrations, FEMA reporting (FC-GPR/FC-TRS), ESG disclosures, and SEBI cyber risk assessments—ensuring readiness, transparency, and operational continuity across jurisdictions.

 Be Future-Ready with the Right Advisory Partner

In today’s regulatory climate, SEBI’s 2025 reforms—ranging from stricter Related Party Transaction (RPT) disclosures under LODR, to controls on algorithmic trading and mandatory cybersecurity frameworks for market participants—demand legal precision and operational agility. KNM India offers customized compliance solutions and deal structuring aligned with the new SEBI landscape, ensuring clients avoid penalties and reputational risk. Our advisory team helps navigate approval thresholds, arms-length benchmarks, audit trails for algo trading systems, and SEBI’s 24×7 cybersecurity readiness mandates. Choosing KNM as your corporate advisory partner means proactive adaptation, audit-readiness, and strategic clarity—so your business isn’t just compliant but competitively positioned. Contact KNM India to review your regulatory preparedness and ensure your investment strategies remain SEBI-compliant in 2025 and beyond.

mamtatiq

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