SEBI Forms Expert Panel to Overhaul IPO Regulations, Simplify Rules

The Securities and Exchange Board of India (SEBI) has created an expert panel to thoroughly review and revamp its regulations governing initial public offerings (IPOs). Named the ICDR Review Committee, it will re‑examine the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, to make them more streamlined and better suited to today’s market environment.

Why the Review Is Needed

The ICDR regulations currently run into nearly 475 pages and involve lengthy disclosure obligations that result in complex and often unwieldy offer documents. SEBI chairman Tuhin Kanta Pandey has indicated that the rules are overdue for simplification, as many provisions may no longer be relevant. The panel aims to cut redundancies, clarify ambiguities and close regulatory loopholes that may be exploitable by issuers or promoters.

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Who’s on the Committee and Timeline

The committee includes merchant bankers, legal experts and market representatives familiar with India’s capital markets. It has been tasked with submitting its recommendations by September 2025. Following that, the findings will go before an advisory committee on primary markets and then undergo public consultation before any formal amendments are adopted. 
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Expected Focus Areas for Reform

Stakeholders expect the panel to address several core areas:

• Reducing regulatory length and complexity, especially in offer documents and disclosures
• Easing compliance burden on issuers and intermediaries
• Aligning regulations with current market practices, such as technology‑driven offerings and smaller-scale listings
• Removing outdated or conflicting clauses to enhance clarity and transparency

Broader Regulatory Shake‑Up at SEBI

SEBI’s board meeting in June 2025 signalled a broader push to modernise its regulatory framework. The regulator also plans to review all standing regulations to assess relevance, consistency and impact. This reform drive echoes efforts in other sectors, such as the income tax department’s work on the upcoming Direct Tax Code.

Industry View

Industry voices have welcomed the move, noting that existing ICDR rules demand exhaustive offer documents often filled with technical jargon. They say this may deter honest disclosures or create room for legal misinterpretation. Many expect a shift to shorter, clearer documents tailored to investor needs rather than box‑ticking compliance.

What Could Change in IPO Norms

While the panel’s definitive recommendations are pending, updates may include:

• Condensed DRHP/RHP templates with reduced bulk
• Clearer timelines and reduced processing steps for rights issues and SME listings
• Enhanced clarity on disclosures related to promoters, litigation and related-party transactions
• Revised thresholds for pre‑IPO placements and promoter holding limits

These changes are expected to reduce delays in IPO filings and offer better predictability to both investors and issuers.

Conclusion

SEBI’s launch of a regulatory review panel represents a promising move to modernise India’s IPO regime. Simplifying the ICDR regulations could ease compliance, enhance transparency and support a more inclusive capital‑raising environment. With recommendations due by September, stakeholders are hopeful for reforms that align rulebooks with contemporary market realities.