SEBI (Securities and Exchange Board of India) is India's statutory capital markets regulator, established in 1988 and given statutory powers in 1992. It regulates securities exchanges (NSE, BSE), depositories (CDSL, NSDL), brokers, investment banks, mutual funds, portfolio managers, and the IPO process.
SEBI's role in the IPO process
SEBI reviews every DRHP filed by a company seeking to list. It issues observations (not approval) that the company must address before filing the RHP. SEBI also sets the rules for book building, ASBA, anchor investors, lock-in periods, and QIB quotas.
SEBI and unlisted shares
The unlisted market is largely outside direct SEBI oversight — off-market transfers between demat accounts are legal and common, but the secondary market itself is not regulated by SEBI as an exchange. Polemarch operates within the demat and depository framework that SEBI does regulate.
Example: An investor relied on SEBI's mandatory DRHP disclosure norms to access audited financials and promoter details before buying the company's unlisted shares — information that wouldn't have been required without SEBI's listing rules.