SEBI Overhauls IPO Rules to Boost Market Participation and Liquidity
SEBI has introduced significant reforms to revitalize the IPO market. Key changes include expanding the anchor investor base to include insurance companies and pension funds, increasing the mutual funds quota from 33% to 40%, relaxing anchor investor limits, merging Category I and II alternative investment funds for certain allocations, and maintaining the 35% retail quota for large IPOs. These reforms aim to increase demand and reshape the primary market landscape for various investor categories.

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The Securities and Exchange Board of India (SEBI) has unveiled a series of significant reforms aimed at revitalizing the Initial Public Offering (IPO) market and increasing demand. These changes are set to reshape the landscape for anchor investors, mutual funds, and retail participants in the primary market.
Expansion of Anchor Investor Base
SEBI has broadened the definition of anchor investors to include:
- Insurance companies registered with the Insurance Regulatory and Development Authority of India (IRDAI)
- Pension funds registered with the Pension Fund Regulatory and Development Authority (PFRDA)
This expansion allows these entities to participate under the domestic mutual funds category, potentially increasing the pool of institutional investors in IPOs.
Enhanced Quota for Mutual Funds
SEBI has increased the mutual funds quota from 33% to 40%. This adjustment is expected to provide mutual funds with greater allocation in public issues, potentially leading to more stable institutional participation.
Relaxation of Anchor Investor Limits
To accommodate foreign portfolio investors facing constraints due to Permanent Account Number (PAN) requirements for each fund, SEBI has relaxed the anchor investor limits. The permissible number of anchor investors has been increased from 10 to 15 per ₹250 crore allocation. This change is designed to facilitate easier participation for foreign investors in the anchor book.
Merger of Alternative Investment Funds Categories
For anchor allocations up to ₹250 crore, SEBI has merged Category I and II alternative investment funds. This consolidation allows for 2-15 investors with a minimum allotment of ₹5 crore per investor, streamlining the process for these investment vehicles.
Retention of Retail Quota
Contrary to earlier proposals, SEBI has decided to maintain the current retail quota of 35% in large IPOs exceeding ₹5,000 crore. Instead of reducing this quota to 25%, the regulator plans to address concerns of large issuers by reducing minimum dilution requirements.
Market Growth and Future Outlook
SEBI's reforms come against the backdrop of significant growth in India's capital markets over the past five years. The regulator noted that average main board IPO sizes typically exceed ₹300-₹500 crore, indicating a robust primary market.
These comprehensive changes are expected to inject new vigor into the IPO market, potentially leading to increased participation from a diverse set of investors and improved liquidity in the primary market. As these reforms take effect, market participants will be keenly watching their impact on upcoming public issues and overall market dynamics.