Redefining IPO Frameworks: A Detailed Exploration of SEBI’S March 2025 ICDR Amendment

THE EVOLUTION OF THE ICDR FRAMEWORK

Over the past two decades, India’s equity capital markets have undergone a dramatic transformation, characterised by a progressive shift to a sophisticated, disclosure-based regulatory framework. At the core of this journey lies the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘Regulations’) first introduced in 2009 and later revamped in 2018 to consolidate and modernisze multiple prior issuances.

The ICDR framework has since served as the statutory compass for every issuer seeking to access public capital, dictating the eligibility, disclosure, and procedural architecture for initial public offerings (IPOs), follow-on public offerings (FPOs), rights issues, and preferential allotments. With the deepening of capital markets and diversification of issuer profiles spanning traditional industrial giants, digital-first startups, and MSMEs, SEBI has regularly amended these regulations to balance investor protection with ease of capital formation.

The latest amendment, notified in March 2025, builds on this philosophy, it opts for precision over a sweeping overhaul: nuanced modifications intended to simplify compliance, improve disclosure symmetry, enhance inclusivity for smaller issuers, and rationalize expectations around employee incentiv