Long-form Regulatory Guide #4

Where Guruvion Draws the Line: SEBI Investment Adviser Regulations and What We Don’t Do

This article is for general education only and does not constitute legal or investment advice. Guruvion is not a SEBI-registered Investment Adviser or Research Analyst.

Why this matters

Your advisory partner can accidentally drag you into SEBI trouble if they start acting like an unregistered Investment Adviser (IA) or stock tipster.

The SEBI (Investment Advisers) Regulations, 2013 define “investment advice” broadly and require most people who provide such advice for consideration to register with SEBI as Investment Advisers, unless they fall within specific exemptions. BCAJ+5Securities and Exchange Board of India+5Securities and Exchange Board of India+5

What counts as “investment advice”?

Under Regulation 2(m), “investment advice” essentially means advice relating to investing in, purchasing, selling or otherwise dealing in securities or investment products, given for consideration or to attract clients, and includes people who hold themselves out as investment advisers. BCAJ+5Securities and Exchange Board of India+5Securities and Exchange Board of India+5

Examples:

• “Buy X stock, it will double.”

• “Put your treasury into this specific mutual fund / PMS.”

• “Allocate 60% equity, 40% debt, and here are the exact schemes.”

If you are in the business of giving such advice for a fee, you’re generally expected to register with SEBI as an IA (subject to exemptions). BCAJ+4Securities and Exchange Board of India+4IndiaCorpLaw+4

The “incidental advice” zone

Professionals like CAs, CSs and lawyers often give incidental financial advice as part of their main work (e.g. tax planning, structuring advice). Guidance around the IA Regulations recognises this, but the idea is:

• Your primary business is something else (tax, audit, law, corporate consulting).

• Any securities talk is incidental to that main work, not a standalone advisory revenue stream. Nishith Desai Associates+2BCAJ+2

It’s a nuanced area – which is why Guruvion is explicit about what we do not do.

What Guruvion does do

Guruvion’s work sits in the corporate advisory and governance bucket, not retail or portfolio advice.

We focus on:

• Due diligence readiness – cleaning up governance, filings, cap tables, and data rooms.

• Financial storytelling – ensuring your model, bank statements and returns tell one coherent story.

• Risk and structure – highlighting commercial risks, covenants and governance issues in fundraises or debt.

• Internal planning – helping founders think through runway, burn, unit economics and scenario analysis.

We may talk about how a term sheet or covenant could impact your business risk or future raises, but we are not telling you which securities to buy or sell.

What Guruvion explicitly does not do

To stay clearly outside regulated IA activity:

• We do not recommend specific stocks, bonds, mutual funds, AIFs, PMSs or other securities.

• We do not provide portfolio management or asset allocation advice for your personal or corporate treasury.

• We do not accept fees linked to performance of any securities portfolio.

• We do not hold ourselves out as “investment advisers”, “wealth managers” or equivalent.

When you see the word “advisory” on this site, read it as “business, governance and commercial structuring advisory”, not securities advice.

How this shows up on the website

• Every regulatory or finance-heavy article carries a visible note:

  “This article is for general education only and does not constitute legal, tax or investment advice.”

• Our Disclaimer page clearly states:

  • Guruvion is not a SEBI-registered Investment Adviser, Merchant Banker, Portfolio Manager or Research Analyst.

  • We do not give stock tips or facilitate the sale of securities.

• When clients need actual product-level investment advice, we recommend they work with a SEBI-registered IA, RIA platform, or Merchant Banker, and we stay in our lane: making the business underwritable.

Why this is good for you as a founder

• Your DD story is cleaner: you’re working with a management consultant, not an unregistered securities adviser.

• There is less regulatory risk around who influenced your fundraising or treasury decisions.

• Everyone around the cap table knows where Guruvion fits: governance, risk and readiness, not pitching products.

Reminder: For investment advice on securities, always consult a SEBI-registered Investment Adviser or other appropriately regulated professional. Guruvion’s content and services are strictly for business and governance education and internal planning.