SEBI proposes cutting retail quota in large IPOs to 25% to boost listing stability
SEBI recently released a Consultation Paper on Facilitating Ease of Doing Business relating to Anchor Investor Allocation, Long-Term Institutional Participation and Retail Quota in Initial Public Offerings (IPO) under ICDR Regulations 2018 proposing a major overhaul of listing norms to address flagging retail investor participation in large listings. SEBI has suggested a flexible retail allocation framework for initial public offerings (IPOs) that are bigger than Rs. 5,000 crore, allowing the retail quota to drop from 35% to as low as 25% in a staggered manner, while boosting the QIB (qualified institutional buyer) share from 50% to 60% to ensure demand stability.
The proposals, which could reshape the allocation structure for domestic equities, aim to align IPO structures with market realities—such as surging mutual fund flows and growing average issue sizes—while safeguarding long-term investor confidence.
As per the consultation paper, given the allocation methodology and experience in recent deals, these large retail portions require lakhs of retail applicants for the category to be fully subscribed. For a Rs. 5,000 crore IPO, the minimum retail application size requires about 700,000–800,000 bidders. For bigger IPOs such as, say, a Rs. 10,000 crore offering, the number rises to at least 1.75 million applications. Despite robust inflows into mutual funds—where retail investment via systematic investment plans (SIPs) hit a monthly record of Rs. 26,688 crore in May—direct participation by retail investors in IPOs has plateaued.
Recent deals show that, while retail demand remains high for select big-ticket listings such as LIC and Bajaj Housing Finance, many large IPOs see under-subscription from both retail and non-institutional investor (NII) categories. Currently, for most big IPOs, at least 35% of shares had to be kept aside for retail investors. SEBI has now proposed to keep 35% of the first Rs. 5,000 crore worth of shares for small investors. For any amount above that, only 10% needs to be set aside for them. However, at a minimum, small investors will always get at least 25% of the total shares, no matter how big the IPO is.
To offset the reduced retail allocation, the paper proposes ramping up the reservation for domestic mutual funds in the non-anchor QIB category from the current 5% to 15%. According to SEBI, this would ensure continued high levels of effective retail participation, combining direct and mutual fund investment routes.
Public Comments may be submitted by August 21, 2025.
