SEBI Board Meeting 2025 Reforms – MPO | MPS | Anchor Investors | SWAGAT-FI

PR No. 62/2025, Dated 21.09.2025

1. Introduction

At its 211th Board Meeting, the Securities and Exchange Board of India (SEBI) approved a series of wide-ranging regulatory measures designed to improve the ease of doing business, strengthen market inclusivity, and enhance investor protection. These decisions address key challenges faced by issuers, institutional investors, and foreign participants, while also laying down new frameworks for long-term growth of Indian capital markets.

2. Amendments to SCRR on MPO and MPS Norms

One of the major decisions relates to amendments in the Securities Contracts (Regulation) Rules (SCRR) concerning Minimum Public Offer (MPO) and Minimum Public Shareholding (MPS). Large issuers with significant market capitalization have often faced difficulties in meeting stringent dilution requirements. To ease this, SEBI has permitted a lower initial public float with extended timelines for compliance. Issuers with a market cap above ₹1,00,000 crore can now list with reduced float and achieve 25% MPS over 5–10 years, while those with market cap above ₹5,00,000 crore must offer at least ₹15,000 crore with similar extended timelines.

3. Amendments to ICDR Regulations on Anchor Investors

SEBI also revised the ICDR Regulations to broaden participation in anchor investments. The categories for discretionary allotment have been consolidated, while the investor cap has been expanded for large allocations. Notably, Life Insurance Companies and Pension Funds are now eligible under the reserved anchor category alongside mutual funds. The anchor reservation has been increased from one-third to 40%, ensuring greater institutional participation. Importantly, retail and Qualified Institutional Buyer (QIB) reservations remain unaffected despite changes in MPO norms.

4. Easing FPI Regulations and Launch of SWAGAT-FI

In a move to encourage global participation, SEBI introduced amendments to the FPI Regulations for IFSC-based investors and unveiled the SWAGAT-FI (Single Window Automatic and Generalised Access for Trusted Foreign Investors) framework. Retail schemes in IFSCs with resident Indian sponsors/managers can now register as FPIs, while sponsor contribution limits are aligned with IFSCA norms. Overseas mutual funds and unit trusts with exposure to Indian securities will also gain expanded access. The SWAGAT-FI framework streamlines compliance for trusted foreign investors, offering single registration, 10-year validity, exemptions from restrictive caps, and simplified documentation, thereby strengthening India’s positioning as an attractive global investment hub.

5. Conclusion

Through these reforms, SEBI has demonstrated its intent to balance regulatory prudence with market facilitation. By easing compliance burdens on issuers, expanding the anchor investor base, simplifying rules for FPIs, and introducing SWAGAT-FI, the Board has reinforced its focus on investor confidence, inclusivity, and global competitiveness. Collectively, these measures mark a progressive step toward deepening India’s capital markets and supporting sustainable growth.

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