Description
SEBI amends ICDR Regulations 2018 to revise anchor investor allocation norms, modifying investor limits and introducing reservations for mutual funds, life insurance companies, and pension funds.
Summary
SEBI has notified the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025, effective from the third day of publication in the Official Gazette (October 31, 2025). The amendment modifies Schedule XIII, Part A, Para (10) of the ICDR Regulations, 2018, specifically revising anchor investor allocation norms for public issues.
Key Points
- Amendments to anchor investor allocation framework in ICDR Regulations 2018
- Revised investor limits based on allocation size tiers
- Introduction of 40% reservation within anchor investor portion for domestic institutional investors
- 33.33% reserved for Indian mutual funds
- 6.67% reserved for life insurance companies and pension funds
- Effective from third day after gazette publication (November 3, 2025)
- Minimum allocation requirement of Rs. 5 crore per anchor investor maintained
Regulatory Changes
Modified Anchor Investor Allocation Limits
For allocations up to Rs. 250 crore:
- Minimum 2 anchor investors required
- Maximum 15 anchor investors permitted
- Each investor must receive minimum Rs. 5 crore allocation
For allocations exceeding Rs. 250 crore:
- First Rs. 250 crore: minimum 5 anchor investors, maximum 15 anchor investors
- Each subsequent Rs. 250 crore (or less): additional 15 anchor investors permitted
- Minimum Rs. 5 crore allocation per investor maintained
New Reservation Framework
40% of anchor investor portion (within specified limits) reserved as follows:
- 33.33% for Indian Mutual Funds
- 6.67% for Life Insurance Companies and Pension Funds combined
Unsubscribed portion from life insurance and pension fund reservation can be allocated to Indian mutual funds.
Definitions Added
Life Insurance Company: Entity registered with Insurance Regulatory and Development Authority of India under Insurance Act, 1938
Pension Fund: Fund registered with Pension Fund Regulatory and Development Authority under PFRDA Act, 2013
Compliance Requirements
- Issuers conducting public issues with anchor investor portions must comply with revised allocation limits
- Book running lead managers must ensure minimum investor requirements met per tier
- Mandatory reservation of 40% for specified domestic institutional investors
- Allocation to individual anchor investors cannot be less than Rs. 5 crore
- Compliance required for all public issues with anchor investor allocation from effective date
Important Dates
- Notification Date: October 31, 2025
- Effective Date: November 3, 2025 (third day from gazette publication)
- Applicable to: All public issues with anchor investor portions from effective date onwards
Impact Assessment
Market Impact
- Enhanced participation by domestic institutional investors through mandatory reservations
- Increased diversification in anchor investor base with revised tiering structure
- Stronger support for domestic mutual funds with 33.33% reservation
- Pension funds and life insurance companies gain dedicated allocation window
Operational Impact
- Issuers and book runners must recalibrate anchor book building processes
- Enhanced complexity in allocation mechanics for larger issues exceeding Rs. 250 crore
- Need to track and manage tiered investor limits across multiple Rs. 250 crore blocks
- Separate tracking required for reserved categories (mutual funds, insurance, pension funds)
Strategic Impact
- Strengthens domestic institutional participation in IPO anchor rounds
- May reduce allocation flexibility for other anchor investor categories
- Promotes retail investor confidence through stronger domestic institutional backing
- Aligns with policy objective of deepening domestic capital market participation
Impact Justification
Significant regulatory change affecting anchor investor allocation process in IPOs, impacting issuers, investment banks, mutual funds, insurance companies, and pension funds. Changes allocation limits and introduces mandatory reservations.