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SEBI’s 211th Board Meeting: Major Reforms for Ease of Doing Business, Market Development, and Governance

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SEBI, in its 211th Board meeting on September 12, 2025 approved sweeping regulatory measures to ease capital raising, expand market access, enhance governance, and deepen investor participation.

Key decisions include:

1. 𝐑𝐞𝐯𝐢𝐬𝐞𝐝 𝐌𝐢𝐧𝐢𝐦𝐮𝐦 𝐏𝐮𝐛𝐥𝐢𝐜 𝐎𝐟𝐟𝐞𝐫 𝐍𝐨𝐫𝐦𝐬: Amendments to the Securities Contracts (Regulation) Rules, 1957 reduce initial public float for large issuers (post-issue market cap > ₹1 lakh crore) to 2.75% (₹6,250 crore) with a glide path of 15% in 5 years and 25% in 10 years, encouraging mega listings without market disruption.

2. 𝐁𝐫𝐨𝐚𝐝𝐞𝐧𝐞𝐝 𝐀𝐧𝐜𝐡𝐨𝐫 𝐈𝐧𝐯𝐞𝐬𝐭𝐨𝐫 𝐅𝐫𝐚𝐦𝐞𝐰𝐨𝐫𝐤: Amendments to the ICDR Regulations, 2018 merge anchor categories, allow up to 15 investors per ₹250 crore, and reserve 40% of the anchor book for domestic MFs, life insurers, and pension funds to enhance IPO book quality and stability.

3. 𝐄𝐚𝐬𝐞𝐝 𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞 𝐟𝐨𝐫 𝐑𝐞𝐥𝐚𝐭𝐞𝐝 𝐏𝐚𝐫𝐭𝐲 𝐓𝐫𝐚𝐧𝐬𝐚𝐜𝐭𝐢𝐨𝐧𝐬 (𝐑𝐏𝐓𝐬): Amendments to the LODR Regulations, 2015 introduce scale-based materiality thresholds, revised audit committee thresholds for subsidiary RPTs, and simpler disclosure norms for small-value RPTs, balancing investor protection with ease of business.

4. 𝐅𝐨𝐫𝐞𝐢𝐠𝐧 𝐈𝐧𝐯𝐞𝐬𝐭𝐨𝐫 𝐅𝐫𝐢𝐞𝐧𝐝𝐥𝐲 𝐌𝐞𝐚𝐬𝐮𝐫𝐞𝐬: Amendments to the SEBI FPI Regulations, 2019 allow retail schemes in the International Financial Services Centre to register as FPIs, align sponsor contribution limits with IFSCA Official norms, and operationalise Indian mutual fund investments in overseas MFs/UTs.

5. 𝐑𝐞𝐠𝐮𝐥𝐚𝐭𝐨𝐫𝐲 𝐅𝐥𝐞𝐱𝐢𝐛𝐢𝐥𝐢𝐭𝐲 𝐟𝐨𝐫 𝐀𝐈𝐅𝐬: AI-only schemes for accredited investors get relaxed norms (no pari passu, extended tenure) and Large Value Fund threshold cut from ₹70 crore to ₹25 crore, spurring risk capital formation under lighter regulation.

6. 𝐌𝐈𝐈𝐬 𝐆𝐨𝐯𝐞𝐫𝐧𝐚𝐧𝐜𝐞 𝐎𝐯𝐞𝐫𝐡𝐚𝐮𝐥: MIIs must appoint two new Executive Directors (regulatory and critical operations), follow prescribed roles for MD, EDs, CTO & CISO, and adhere to norms on external directorships, reinforcing public interest as their foremost priority.

These measures reflect SEBI’s policy push, making Indian markets globally competitive while preserving market integrity and investor trust.  

Refer to SEBI press release at https://lnkd.in/gw7jjmDH

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