IPO

Summary: SEBI has proposed amendments to streamline India’s IPO process through a consultation paper. The proposals address two critical areas — enabling lock-in compliance for pledged non-promoter shares and introducing focused offer document summaries to enhance accessibility for retail investors. These changes aim to resolve practical challenges faced by IPO-bound companies, while simplifying complex disclosure requirements for better investor comprehension.Continue Reading Simplifying IPO Process: SEBI’s approach to pledged shares and offer document summaries

Summary: Companies undertaking a reverse flip with an eye on an India IPO may need to navigate a complex web of potentially time-sensitive legal and regulatory issues, which may impact the company’s legal, financial, and compliance frameworks and give founders, investors, and the management lots to consider. If not planned carefully, issues may become bottlenecks or roadblocks during the IPO process. Companies should anticipate Indian regulatory expectations to align moving parts well in advance for a successful and timely IPO.

Continue Reading The Road Home Leads to Dalal Street: Key considerations for IPOs after “reverse flips”

Background

India Inc’s initial public offering (“IPO”) landscape has witnessed significant growth in recent years, with numerous companies entering the capital markets to fund their growth and offer exits to existing investors. An IPO in India requires navigating a complex regulatory framework, complying with various provisions, and addressing stakeholders’ interests, including employees with stock options. In our post[1], we had assessed companies’ eligibility to undertake an IPO in situations where any individual holds rights entitling them to acquire equity shares of the company, or where there are any outstanding convertible securities that can be converted into the company’s equity shares.Continue Reading Amendment to make companies with outstanding Stock Appreciation Rights IPO eligible: A few steps closer, but not there yet

SEBI’s New KPI Standards for IPOs: Key Takeaways

The Securities and Exchange Board of India (“SEBI”) issued a circular announcing the adoption of the Industry Standards on KPI Disclosures in the Draft Offer Document and Offer Document (“KPI Standards”) on February 28, 2025, which shall be applicable to all IPO draft offer documents/offer documents filed on or after April 1, 2025.Continue Reading SEBI’s New KPI Standards for IPOs: Key Takeaways

Public Takeovers in India: Flashback 2024

The year 2024 saw 105 public takeovers implemented through the tender offer route under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations). The number of takeovers were 24% higher than the number of takeovers in CY23 (85 in all). The aggregate transaction size (i.e. the aggregate size of the underlying negotiated deal and tender offer) of the takeovers announced in CY24 was INR 705.89 billion, i.e. 158% higher than that of the takeovers announced in CY23 (i.e. INR 274.27 billion). Primarily, the deal activity in CY24 was driven by domestic strategic acquirers. Foreigners executed 11 deals in this space, which was substantially higher than in CY23 (being 3).Continue Reading Public Takeovers in India: Flashback 2024

Proposal to make Companies with Outstanding Stock Appreciation Rights (SARs) eligible to undertake an IPO

Background

Historically, companies have provided employees with share-based incentives by way of employee stock options (“ESOPs”). However, with evolving corporate incentive structures, various new models have emerged, especially driven by start-ups. These incentives models include Stock Appreciation Rights (“SARs”), Restricted Stock Units (RSUs), Performance Stock Units (PSUs), Employee Share Purchase Schemes (“ESPS”), Phantom Stock Units (PSU), Save As You Earn Share Schemes (ShareSave), Non-qualified stock options (NSOs), Management Stock Options (MSOP), etc. Generally, employees look forward to an “exit event” to realise gains from these incentive structures, with an Initial Public Offering (“IPO”) being one of the most common “exit events”. Continue Reading Proposal to make Companies with Outstanding Stock Appreciation Rights (SARs) eligible to undertake an IPO

IRDAI Regulatory Reform Series: Listing of Indian Insurance Companies on Stock Exchanges

Background

On March 20, 2024, the Insurance Regulatory and Development Authority of India (“IRDAI”) notified the IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024 (“Registration and Capital Regulations”), which consolidated and rationalised the regulatory framework applicable on an Indian insurer in aspects, including listing on a stock exchange pursuant to an initial public offer (“IPO”) that may consist of a fresh issue of equity shares or an offer for sale. Our detailed analysis on the other aspects of Registration and Capital Regulations can be found here.Continue Reading IRDAI Regulatory Reform Series: Listing of Indian Insurance Companies on Stock Exchanges

Post-IPO financial results

Under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), listed companies are required to submit their financial results within 45 days of end of each quarter, other than the last quarter of a financial year where they have 60 days.Continue Reading Post-IPO financial results – when to disclose

Role of IFSC in the Indian SPAC Dream: An Overview – Part 2

In part 1 of this series of blogs (Role of IFSC in Indian SPAC Dream- An Overview), we succinctly summarised the various dimensions of IFSCs, viz. their ‘foreign territory’ status in India, applicable laws and regulation and the development of regulatory regime for special purpose acquisition companies (“SPACs”) listings therein.Continue Reading Role of IFSC in the Indian SPAC Dream: An Overview – Part 2

Major Impetus to IPO Rush

Despite the challenging times, the Indian capital markets are hitting all-time highs on a daily basis and have been flooded with capital. This has seen a rush of equity offerings over the last 12 months including record filings for draft documents over the last few months. In their continuous efforts to make India exchanges more competitive, the Securities and Exchange Board of India (“SEBI”) has notified the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021 (“ICDR Amendment”). Pursuant to the ICDR Amendment, SEBI has revisited some of the requirements relating to lock in of equity shares post-IPO (one of the oldest requirements of SEBI), as well as the concept of  promoter group and group companies under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”).Continue Reading Major Impetus to IPO Rush