The Securities and Exchange Board of India (SEBI) approved a broad package of regulatory changes across primary markets, foreign investor access, mutual funds, intermediaries and market infrastructure, largely framed around ease of doing business while maintaining investor protection. The measures include a recalibration of IPO public float expectations for very large issuers, changes to anchor investor allocations and related party transaction approvals, a new single-window access framework for low-risk foreign investors, and new accredited-investor-only pathways in alternative investment funds. For IPO float requirements under the Securities Contracts (Regulation) Rules, 1957, SEBI decided to recommend to the Ministry of Finance a revised Minimum Public Offer for issuers with post-issue market capitalisation between INR 100,000 crore and INR 500,000 crore of INR 6,250 crore and at least 2.75% of post-issue market cap, alongside extended glide paths for meeting Minimum Public Shareholding depending on the public shareholding at listing. Changes were also recommended to extend the proposed timelines to listed entities yet to meet Minimum Public Shareholding, with exchange fines and penalties continuing to be payable for the period up to notification. In the IPO process, amendments to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 rework anchor allocations by merging anchor allotment categories into a single category for allocations up to INR 250 crore with five to fifteen allottees and a minimum allotment of INR 5 crore per investor, adding further anchor slots for larger allocations, expanding reserved anchor participation to include life insurers and pension funds, and increasing the overall anchor portion from one-third to 40%, while dropping an earlier proposal to reduce retail allocation in IPOs exceeding INR 5,000 crore. For listed entities, amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 introduce turnover-linked, scale-based thresholds for determining material related party transactions for shareholder approval, revise audit committee approval thresholds for subsidiary transactions, provide simplified disclosures for smaller transactions up to 1% of annual consolidated turnover or INR 10 crore, and clarify selected exemptions and definitions. On foreign investor access, SEBI approved amendments to the SEBI (Foreign Portfolio Investors) Regulations, 2019 to support International Financial Services Centre-based structures, including allowing retail schemes with a resident Indian sponsor or manager to register as FPIs and aligning sponsor contribution limits to a maximum of 10% of fund corpus or AUM for retail schemes. The Board also approved the SWAGAT-FI framework for objectively identified low-risk FPIs and Foreign Venture Capital Investors, covering government-related investors and appropriately regulated public retail funds, with relaxations including a 10-year registration, KYC review and fee cycle, streamlined FVCI access with reduced documentation and investment-rule exemptions, and optional use of a single demat account, with a six-month implementation window for system changes. Additional decisions included creating accredited-investor-only AIF schemes with specified flexibilities, reducing the minimum investment threshold for Large Value Funds from INR 70 crore to INR 25 crore, reclassifying REITs as “equity” for mutual fund investment limits while retaining InvITs as “hybrid”, reducing the maximum permissible mutual fund exit load to 3%, strengthening Market Infrastructure Institution governance by requiring two executive directors to lead critical operations and regulatory and risk functions on the governing board, and establishing SEBI local offices in a first phase across Chandigarh, Jaipur, Lucknow, Guwahati, Bhubaneswar, Vijayawada, Hyderabad and Bengaluru.

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