Sebi to form working group to review mainboard IPO, further public offer norms
India’s market regulator plans to review rules governing the raising of capital from the stock markets, according to an official aware of the development and a copy of an email reviewed by Mint.
The Securities and Exchange Board of India (Sebi) plans to set up a sub-group under its Primary Markets Advisory Committee (PMAC) for the review.
“Sebi is looking to revamp ICDR (Issue of Capital and Disclosure Requirements) regulations and has asked PMAC members to nominate themselves if they are interested,” the official said, requesting anonymity. The regulator sent an email to committee members on 12 October, the official said.
The PMAC, which advises the regulator on policy issues concerning the primary capital market, decided to form the sub-group at a meeting held on 12 August at the NSE Exchange Plaza, according to the email. The regulator invited nominations from PMAC members until the evening of 13 October.
The proposed sub-group will review chapter II, chapter IIA and chapter IV of the Sebi ICDR Regulations, 2018, commonly known as ICDR.
“The proposed sub-group would examine the existing regulatory framework under the aforesaid provisions and deliberate upon the relevant issues, with a view to identify areas that may require review, clarification, rationalization or modification, as considered appropriate,” Sebi said in the email.
The ICDR regulations, introduced in 2018 to replace the 2009 framework, set out the conditions and procedures for companies seeking to raise capital through public issues and other routes.
Chapter II of the regulations deals with mainboard initial public offerings (IPOs), including eligibility conditions for issuers, pricing, promoters’ contribution and lock-in requirements. Chapter IV deals with provisions for further public offers (FPOs), through which companies that are already listed can raise additional capital from the public.
Profitability, valuations
“Sebi may look to change some of the thresholds applicable for listing in the mainboard segment. These may include the number of years a company has to be profitable, safeguards around valuations and so on,” said Sidharth Kumar, principal associate at BTG Advaya and a former Sebi officer. “Sebi had introduced a similar set of changes few years back to facilitate several new gen companies to list. They may look at whether those changes have worked well for the market.”
However, the regulator could change the formation of the sub-group.
“It may be noted that the constitution of the Sub-Group shall be subject to the approval of the competent authority,” the regulator said in the email.
PMAC has representation from investment bankers, credit rating companies, industry, stock exchanges, and lawyers. The committee has 27 members, according to the Sebi website.
“It was decided in a PMAC meeting dated August 12, 2026, to constitute a working group to review the ICDR. Vide an email the members of the PMAC were requested to volunteer for forming the group,” a Sebi spokesperson said in response to Mint’s queries.
In 2026, 105 companies listed in the mainboard segment, according to Chittorgarh, a research platform. There are nine ongoing and upcoming issues expected this year. In FY26, fundraising through IPOs and FPOs declined by 0.9% to ₹1.9 trillion from levels in FY25, according to Sebi’s annual report.
Broader review
The proposed group comes amid Sebi’s broader scrutiny of the regulatory framework for public fundraising. On 14 October, the regulator reviewed provisions governing IPOs by small and medium enterprises (SMEs).
In a consultation paper, Sebi proposed that companies with a post-issue market capitalization of up to ₹1,000 crore should list exclusively on the SME platform. Companies valued from ₹1,000 crore to ₹4,000 crore could be allowed to choose the segment, subject to stricter financial reporting requirements, including the adoption of Indian Accounting Standards, where applicable.
The proposals seek to refine rules for a segment that has expanded significantly since its inception. As of 31 July, 1,496 entities had been listed on SME platforms, including companies that subsequently migrated to the mainboard. SME IPOs had raised a cumulative ₹40,222 crore, while their market capitalization, including those that migrated, stood at ₹4.71 trillion.
Sebi has proposed raising the minimum average operating profit requirement for SME IPOs to ₹3 crore annually over the preceding three financial years, calculated on restated consolidated financial statements. The existing requirement is ₹1 crore in at least two of the previous three years.