India's capital markets are the fastest growing in Asia. The IPO market has produced some of the world's largest public offerings in the past three years. The REIT and InvIT market is creating new asset classes for domestic and international investors. QIPs are enabling listed companies to raise institutional capital in compressed timeframes. And increasingly, Indian companies are exploring international listings — on SGX, on the London Stock Exchange, and through depository receipt programmes — to access the global institutional investor base that domestic markets alone cannot satisfy.
Goldschmidt Pallonji's Capital Markets practice advises across this full spectrum — issuers preparing for IPO, QIP, or rights issues; merchant bankers and book running lead managers on SEBI regulatory compliance; foreign portfolio investors on Indian market access and FPI registration; REITs and InvITs on their ongoing regulatory obligations; and companies exploring dual listings or depository receipt programmes on international exchanges. For cross-border capital markets transactions, GP's five international corridors provide the connectivity to the Singapore, Australian, GCC, Hong Kong, and London investor communities that purely domestic capital markets practices cannot access.
Our practice is supported by our in-house CA team — who bring the financial analysis, valuation, and accounting standards expertise that capital markets transactions require — and by our Banking & Finance team, which handles the debt capital markets dimension. The result is a capital markets practice that can advise on the full funding stack simultaneously: equity, debt, and hybrid instruments, across domestic and international markets, within a single integrated team.
Equity and debt capital markets advisory across domestic and international platforms — for issuers, intermediaries, and investors.
Full IPO counsel — DRHP preparation and SEBI filing, offer agreement documentation, anchor investor and QIB allocation, pricing, SEBI observations response, and post-listing compliance framework. FPO and rights issue advisory for listed companies seeking further capital through public markets.
Learn More →Qualified Institutional Placements for listed companies — placement document preparation, SEBI compliance, price determination, and allocation mechanics. Preferential allotments, private placements to domestic and foreign institutional investors, and block deals with regulatory compliance.
Learn More →Real Estate Investment Trust and Infrastructure Investment Trust structuring, registration, initial offer advisory, ongoing SEBI REIT/InvIT compliance, acquisition of assets into the trust, distribution policy documentation, and unit-holder meeting advisory. Growing practice as India's REIT and InvIT markets mature.
Learn More →Indian company listings on SGX, LSE, and HKEX through dual listings and Global Depository Receipt programmes. Indian counsel in multi-jurisdictional listing processes, coordination with Singapore, Hong Kong, and London listing counsel, SEBI approval for overseas listing, and RBI compliance for GDR issuances.
Learn More →Foreign Portfolio Investor registration under SEBI FPI Regulations — Category I and Category II FPI applications, designated depository participant coordination, KYC compliance, investment limit monitoring, and ongoing FEMA/RBI reporting obligations. Particularly experienced with Australian, Singapore, and GCC-based fund managers entering Indian markets.
Learn More →Response to SEBI show cause notices, adjudicating officer proceedings, Securities Appellate Tribunal (SAT) appeals, and High Court challenges to SEBI orders. Insider trading investigations, market manipulation proceedings, and ongoing LODR compliance advisory for listed companies and promoters.
Learn More →Most companies that approach GP for IPO advisory have not yet conducted a formal IPO readiness assessment — an evaluation of the legal, financial, governance, and regulatory gaps between where the company is today and where it needs to be for a successful public offering. GP's integrated CA-lawyer team conducts this assessment and produces a remediation roadmap — typically 18-24 months before the intended IPO date — so that the company arrives at DRHP preparation stage with no surprises.
SEBI's enforcement actions against listed company promoters for insider trading, price manipulation, and disclosure violations have increased significantly in recent years. The consequences — trading bans, disgorgement, debarment from capital markets — are severe and often personal. GP represents promoters and listed company executives in SEBI adjudicating officer proceedings and SAT appeals, combining regulatory expertise with the forensic analysis to challenge SEBI's evidence and conclusions.
An Australian superannuation fund, a Singapore family office, or a GCC sovereign wealth fund seeking to invest in Indian listed equities faces a multi-layer regulatory process — FPI registration, KYC under SEBI and FEMA, investment limit compliance, and ongoing reporting to both SEBI and the RBI. GP manages this process from end to end, in terms that the fund's compliance team in Sydney, Singapore, or Dubai can understand and approve. The same team that registers the FPI advises on investment strategy, FEMA compliance, and SEBI regulatory developments on an ongoing basis.
CAM's capital markets practice says its lawyers "have had a prominent role in many of the developments that have transformed Indian capital markets." GP's capital markets practice goes further — our founding directors have practised in Singapore, Hong Kong, and London, where the institutional investors who deploy capital into Indian markets actually make their investment decisions. When GP advises on an international listing or a GDR programme, the advice reflects the expectations of both the Indian regulator and the overseas investor community from inside knowledge of both.
IPO preparation involves legal advisory, financial due diligence, accounting standard compliance, SEBI filing, and regulatory responses — all on a compressed and interdependent timeline. When these functions are split across separate law firms, CA firms, and merchant bankers, coordination delays are inevitable. GP's integrated CA-lawyer team manages the legal and financial dimensions in parallel — shortening timelines and eliminating the gaps where issues fall between advisers.
The best SEBI compliance advice is given by lawyers who have defended SEBI enforcement cases — because they know which compliance gaps become enforcement actions and which SEBI observations in an IPO filing become grounds for delay or rejection. GP's SEBI advisory practice and SEBI enforcement defence practice are the same team. Compliance advice is calibrated to enforcement reality — not to a reading of the regulation in isolation from its enforcement.
Complete confidentiality maintained. These matters illustrate the nature of our capital markets practice.
Indian legal counsel on a ₹600Cr IPO for a B2B technology company. DRHP preparation, SEBI observations response, anchor investor documentation, offer agreement, and post-listing LODR compliance framework. GP's CA team managed the financial due diligence and accounting standard review alongside the legal process — reducing the DRHP preparation timeline by six weeks.
Advised a Singapore-based fund manager on Category I FPI registration under SEBI FPI Regulations, KYC compliance, FEMA investment limit framework, and the ongoing reporting obligations to both SEBI and RBI. Subsequently retained for ongoing SEBI compliance advisory as the fund scaled its India allocation to USD 400M.
Represented a listed company promoter in SEBI adjudicating officer proceedings and SAT appeal challenging an insider trading penalty and trading ban order. GP's forensic analysis of the trade timing, communications evidence, and UPSI determination was central to the SAT appeal. SAT substantially reduced the penalty and set aside the trading ban.
The Capital Markets practice is led by the Managing Director with capital markets experience from Singapore and India, supported by dedicated SEBI regulatory specialists, in-house CAs for financial due diligence and accounting compliance, and our international corridors team for cross-border listings and FPI advisory. This combination means GP can advise both the Indian issuer seeking international capital and the international investor seeking Indian market access — from within a single team that understands both sides of the transaction.
The 2025 SEBI ICDR amendments — changes to lock-in requirements, anchor investor allocation, and DRHP disclosure standards — and their practical implications for companies planning IPOs in 2026.
Read Bulletin →The SEBI FPI registration process, investment limits, KYC requirements, and ongoing compliance obligations for Singapore-based fund managers — the complete practical guide for 2026.
Read Guide →