Introduction
On September 12, 2025, the 211th meeting of SEBI Board was held, headed by the Ld. Chairperson, Mr. Tuhin Kanta Pandey wherein amendments to Securities Contracts (Regulation) Rules, 1957 and other SEBI regulations were recommended. This alert highlights the following specific proposed amendments, amongst others, which were approved by SEBI:
- Amendments to Securities Contracts (Regulation) Rules, 1957 – SEBI has recommended changes to SCRR relating to Minimum Public Offer (MPO) and timelines for achieving Minimum Public Shareholding (MPS). Large issuers will be permitted to list with a lower initial float and extended timelines to meet MPS requirements, ensuring ease of listing without affecting market liquidity. The revised MPO/MPS thresholds have been recommended to the Ministry of Finance, with extended applicability to listed entities yet to comply with existing MPS norms.
The Board has decided to recommend to the Ministry of Finance the following changes in the SCRR:
| Post issue market cap |
Existing Provision |
Proposed Provision |
| MCap ≤ ₹1,600 Cr |
Minimum public offer of 25%. |
Same as existing provision |
| ₹1,600 Cr < MCap ≤ ₹4,000 Cr |
Minimum public offer of ₹400 Cr;
MPS of 25% to be achieved within 3 years from date of listing |
Same as existing provision |
| ₹4,000 Cr < MCap ≤ ₹50,000 Cr |
Minimum public offer of 10%.
MPS of 25% to be achieved within 3 years from date of listing. |
Same as existing provision |
| ₹50,000 Cr < MCap ≤ ₹100,000 Cr |
Minimum public offer of ₹1,000 Cr and at least 8% of the post issue market cap.
MPS of 25% to be achieved within 5 years from date of listing. |
| ₹1,00,000 Cr < MCap ≤ ₹5,00,000 Cr |
Minimum public offer of ₹5,000 Cr and at least 5% of the post issue market cap;
MPS of 10% to be achieved within 2 years
and 25% within 5 years from date of listing. |
Minimum public offer of ₹6,250 Cr and at least 2.75% of the post issue market cap.
In case public shareholding is less than 15% as on the date of listing, MPS of 15% to be achieved within 5 years and 25% within 10 years from date of listing.
In case public shareholding is 15% or above as on the date of listing, MPS of 25% to be achieved within 5 years from date of listing. |
| MCap > ₹5,00,000 Cr |
Minimum public offer of ₹15,000 Cr and at least 1% of the post issue market cap, subject to a minimum dilution of 2.5%.
In case public shareholding is less than 15% as on the date of listing, MPS of 15% to be achieved within 5 years and 25% within 10 years from date of listing.
In case public shareholding is 15% or above as on the date of listing, MPS of 25% to be achieved within 5 years from date of listing. |
- Amendments to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 – The two categories of anchor allotments have been merged into a single bucket for allocations up to ₹250 crore, with 5–15 investors and a minimum ₹5 crore per allotment, while larger issues can include more investors (15 additional for every ₹250 crore). Life Insurance Companies and Pension Funds have been added to the reserved anchor category along with Mutual Funds, and overall reservation for anchors has been increased from one-third to 40% (with reallocation allowed in case of undersubscription). The amendments aim at broadening and strengthening anchor investor participation in IPOs.
- Amendments to provisions for Related Party Transactions – SEBI has approved changes to the RPT framework under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR). Materiality thresholds will now be scale-based, Audit Committee approval norms for subsidiaries have been revised, and smaller transactions will have simplified disclosures. Omnibus approval provisions now form part of Regulation 23 of the LODR, and further clarifications have issued on exemptions under Regulation 23 of LODR.
The term “holding company” will now always referred to as “listed holding company”.
- Regulatory Framework for Registrars to an Issue and Share Transfer Agents (RTAs) – The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 will replace the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. The new regime introduces activity-based regulation whereby only services provided by RTAs to listed companies will fall within SEBI’s purview, while services to unlisted companies may be offered through a separate business unit with appropriate disclaimers. Further, the categorisation of RTAs has been done away with, and a common definition has been prescribed along with revised net worth and fee requirements, and securities premium will now be considered in computing net worth. Additionally, RTAs put in place institutional mechanisms for detection and prevention of fraud, including senior management oversight,
surveillance systems, escalation and reporting mechanisms, and a whistle-blower policy.
- Ease of Doing Business for Investment Advisors and Research Analysts – Amendments to SEBI (Investment Advisers) Regulations, 2013 and SEBI (Research Analysts) Regulations, 2014 will simplify compliance and ease market entry for Investment Advisors and Research Analysts. Key changes include permitting sharing of past performance data in a standard template, allowing second opinions on pre-distributed assets with Asset Under Advice (“AUA”) based fees, extended corporatisation timelines, and relaxed eligibility/documentation norms. These measures are expected to support growth of the advisory and research ecosystem.
- Review of Provisions relating to Strengthening Governance of Market Infrastructure Institutions (MII) – SEBI has approved measures to strengthen governance of Market Infrastructure Institutions (MIIs), as proposed in its consultation paper on “Strengthening Governance of MIIs” issued on June 24, 2025. The following are the provision have been approved:
- Mandatory appointment of two Executive Directors (EDs) as KMPs heading two verticals both serving on the MII’s Governing Board and reporting directly to the Managing Director of the MII;
- Defined roles and responsibilities of the MD, the aforesaid EDs, and specific KMPs (Chief Technology Officer and Chief Information Security Officer), to eliminate gaps in authority, accountability, and stature between the MD aforesaid verticals;
- Introduction of norms on directorships of the MD and EDs in companies other than the MII, to avoid conflicts and ensure primacy of public-interest functions, thereby reinforcing MIIs’ role as first-line regulators and public utilities.
| ELP Comments |
| SEBI has introduced several measures to make the capital market more attractive for companies and investors. Large companies will now have more time to meet the minimum public shareholding requirement after an IPO. The share reserved for anchor investors during listing has been increased. Further, shareholder approval for RPTs will now be based on turnover, which will reduce the compliance burden on listed companies. These changes are expected to encourage greater participation in the market. |
The SEBI Press Release No. 62/2025 dated September 12, 2025 can be found here.
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