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SEBI Proposes Tiered IPO Rules to Ease Mega-Cap Listings

The draft invites feedback until September 8, 2025, on size-differentiated IPO thresholds with staggered compliance timelines for mega-cap issuers.

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Overview

  • SEBI’s draft, released August 18, responds to concerns that large IPOs can overwhelm market demand by allowing mega-cap companies to sell smaller initial stakes and stagger compliance with the 25% public holding rule.
  • Size-based floors require ₹50,000–₹100,000 crore firms to offer ₹1,000 crore or 8% equity, ₹100,000–₹500,000 crore firms to offer ₹6,250 crore or 2.75%, and issuers above ₹500,000 crore to issue ₹15,000 crore or 1% with at least 2.5% dilution.
  • Issuers will have five years to meet the 25% minimum public shareholding threshold, with an extension to ten years if their IPO float is below 15% at listing.
  • The regulator has kept the 35% retail quota intact and clarified that penalties for past minimum public shareholding breaches will remain in force.
  • The consultation paper is open for comments until September 8, 2025, after which SEBI will review stakeholder feedback before finalizing the reforms.