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SEBI issues new IPO rule for founders.

By Mohammad Saffan

Published on:

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RBI Policy Announcement (June 22, 2025)

Simple summary for retail investors:

Implications for retail investors:

  • Borrowing (e.g. home, auto loans) will be cheaper.
  • Fixed income savers (FDs, bonds) may earn lower returns.
  • Mutual funds, especially debt funds, might benefit from lower yields and bond price gains.
  • Equities may get a boost from easier liquidity and support for economic activity.

India’s capital markets regulator, SEBI, has unveiled a fair and growth‑oriented IPO policy for startup founders. Announced on June 18, 2025, this new framework allows founders to retain ESOPs, promotes reverse‑flips, mandates demat, and simplifies disclosures—all measures aimed at bolstering founder ownership and trust. Here’s what retail and institutional investors need to know.

1. Founders Can Retain ESOPs Post‑Listing

Investor Implications:

  • Aligns founders’ interests with public shareholders.
  • Reduces sudden selling pressure from insiders post‑IPO.
  • May contribute to valuation stability post‑listing.

2. Facilitating Reverse‑Flip to India

Investor Implications:

  • Broadens the pipeline of high‑growth, globally recognized startups listing in India.
  • Enhances transparency and inspection under Indian jurisdiction.
  • Could increase portfolio diversification opportunities.

3. Mandatory Dematerialisation Before IPO

Investor Implications:

  • Improves transaction speed and security.
  • Reduces risk of chain‑watch, fraud or delays.
  • Enhances liquidity and ease of trading.

4. Simplified Disclosure & Institutional Placements

Investor Implications:

  • Faster funding rounds for IPO preparation, reducing regulatory delays.
  • Increased institutional participation may boost demand.
  • Foreign investment inflows could enhance market depth.

Investor Implications:

  • Enables privatisations, potentially unlocking shareholder value from PSU conversions.
  • Promotes diversified exposure through AIFs and family offices in high-growth startups.

Conclusion

SEBI’s revised IPO policy is a significant leap toward aligning founder incentives and market efficiency. By letting founders retain ESOPs, easing redomiciliation, and mandating dematerialisation, the regulator is building a more founder‑friendly, transparent, and investment‑ready market ecosystem. For retail investors, this creates greater confidence in IPOs, with smoother listings and potentially more stable returns. Institutional investors can leverage simplified access routes to both public and private‑market opportunities. Overall, these reforms enhance the appeal of Indian capital markets for all stakeholders.

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