Address by Chairman at the 14th AIBI Annual Convention

Address by Shri Tuhin Kanta Pandey, Chairman, SEBI “IPOs India: Gateway to Global Capital, Sustainable Growth, Viksit Bharat” 14th AIBI Annual Convention January 15, 2026 Shri Mahavir Lunawat, Shri Prithvi Haldea, Shri Ashish Chauhan, Shri Sundararaman Ramamurthy, Shri Nimesh Kampani, distinguished guests, leaders of the investment banking community, and market participants. I am delighted to join you at the 14th AIBI Annual Convention. The theme - “IPOs India: Gateway to Global Capital, Sustainable Growth, Viksit Bharat” - is timely and apt. India, today, stands at a critical crossover. Unprecedented opportunities lie ahead across manufacturing, infrastructure, services, and innovation. Capital formation, therefore, must takes centre stage. Let me briefly set out where we stand - and what must come next to accelerate capital formation. Capital Markets - Engines of Growth India remains among the fastest-growing major economies. Over the past three years our economy has averaged quarterly GDP growth of about 7.8% and real GDP is estimated to grow at around 7.4% for FY261. We are now the world’s fourth-largest economy and poised to enter the top three soon. This growth is underpinned by reforms that lower costs and raise competitiveness - continued investment in physical, digital, and social infrastructure, reforms in taxation, both GST and income tax, and measures for ease of doing business. As the economy expands, our securities markets are playing a larger role in funding growth. India’s market-capitalisation-to-GDP ratio has risen from 69% in FY16 to over 130% today. In just the first nine months of this financial year, 311 IPOs have raised ₹1.7 trillion, with overall equity mobilisation having crossed ₹3.8 trillion, while debt issuances have raised ₹6.8 trillion. A strong fund raising pipeline exists - potentially, issuers can raise ₹1.5 trillion going ahead2. We are globally ranked first in terms of number of IPOs and third in terms of value of IPOs3. The number of investors has risen from 43 million in FY20 to 137 million. The number of unique mutual fund investors has jumped from 10 million a decade ago to over 59 million now. Savings channelled into mutual funds grew at a CAGR of 24% between FY21-FY25, far outpacing growth in bank deposits4. Outstanding bank credit stands at ₹95 trillion5, while outstanding corporate bonds are around ₹58 trillion. 1 MoSPI estimates dated January 7, 2025 2 Internal SEBI estimates 3 Source: Bloomberg (as on today, January 12, 2026) 4 Source: RBI and AMFI 5 To industry and services (RBI December bulletin) Page 1 of 4No doubt, there is wider participation in wealth creation and not just market deepening. However, we need to broaden and deepen our equity, debt, hybrids, and commodity markets. Reforms to Accelerate Capital Formation Our approach has been simple: faster processes, lower friction, higher trust. Let me illustrate with a few examples. Primary Markets • Faster Listing: IPO listing timeline has been reduced from T+6 to T+3 working days, giving issuers faster access to capital. • Rights Issues: We have fast-tracked the process so that it can be completed within 23 working days from board approval. • Listing Norms: Changes have been recommended to ease Minimum Public Offer thresholds and the period to achieve MPS to enable large issuers to list. • Anchor Investors: The framework has been strengthened to broaden anchor investor participation and ease participation for large FPIs operating multiple funds. • Information Access: An abridged prospectus will be introduced at the draft offer stage to improve information accessibility for investors. • Transparency: IPO advertisements must now clearly indicate the issue size and the split between fresh issues and Offer for Sale (OFS). • SME IPOs: We have introduced new eligibility criteria regarding profitability and strict caps on OFS. Ease of doing business continues after listing: • RPT Disclosures: Industry standards for Related Party Transactions (RPTs) have been simplified and scale-based thresholds to determine materiality in RPTs have been introduced. • Single Filing: Listed companies now have a single filing system to avoid duplication across exchanges. • Sustainability: We have provided greater flexibility in BRSR6 Core. Companies can now opt for either assessment or assurance of these disclosures. Corporate Bond Market • Incentives: We have recently permitted debt issuers to offer incentives in public issues to enhance participation of retail investors. 6 Business Responsibility and Sustainability Reporting Page 2 of 4• Retail Access: Minimum threshold for investment in privately placed bonds has been reduced from ₹1 lakh to ₹10,000. • OBPPs: Online Bond Platform Providers have been enabled which facilitate online transactions in bonds for retail investors. • Liquidity: A Liquidity Window Facility has been provided to allow investors to sell bonds back to issuers pre-maturity. Merchant Bankers - Gatekeepers of Transparency Merchant bankers sit at the centre of the IPO process. They are the first line of disclosure integrity - ensuring the offer document is clear, complete, and verifiable on business, risks, governance, and use of funds. Your due diligence and professional judgement enable investors to make informed decisions. SEBI continues to observe recurring disclosure gaps that reduce transparency and investor understanding. These gaps also lengthen the fund-raising timeline through repeated regulatory queries. We have identified key areas - Risk Factors, Valuation Rationale, Objects of the Issue, and use of proceeds - where disclosures must be sharper. Disclosures on Capital Structure must clearly explain past capital raisings, preferential allotments, and changes in control - especially close to the IPO. We also expect greater Business Model clarity, with transparent revenue and cost drivers. The Management Discussion and Analysis should move beyond narration and explain the internal and external drivers of performance. Our inspections show that due diligence is not always independent and, at times, relies on issuer undertakings. Projections - especially for working capital and capex - must be independently verified, and backup papers must be maintained for all material statements. Basic checks, such as site visits, must be evidenced with complete reports and photographs with geo-tagging and time-stamps. In this context, AIBI’s initiatives on Key Standard Observations of SEBI and AIBI’s SME Listing handbook can serve as a practical reference for issuers, merchant bankers, and intermediaries. I commend these initiatives of AIBI. On a positive note, Merchant Bankers are also adopting best practices by maintaining backup papers and refusing to make claims without supporting evidence. I urge AIBI to carry out capacity building measures for merchant bankers, especially the smaller ones, to ensure that such practices become the standard. SEBI has recently revamped the Merchant Banking regulations. As part of ease of doing business, the requirement of hiving off non-regulated activities into a separate legal entity was done away with. MBs can now undertake such activities on an arms-length basis through separate business units. SEBI has also issued the operational guidelines, providing adequate glide path to merchant bankers to comply with the same. Page 3 of 4Way Ahead Going forward, India’s focus on science and technology will drive growth in deep-tech, biotechnology, and clean energy. Our markets must be ready to provide patient capital for long-gestation innovation. A well-functioning capital market provides both entry and exit to issuers and shareholders. SEBI’s regulatory priority will be to constantly improve information accessibility, enhance investor comprehension, and encourage more informed participation by investors in the IPO process. However, we will intervene wherever there is serious misrepresentation or a clear breach of regulatory requirements. We are undertaking a comprehensive review of SEBI regulations, including LODR, to eliminate redundancy, ambiguity, and outdated constructs. On the debt market side, we will continue our focus on building depth in the corporate bond market. We will soon be launching a pan-India program on corporate bonds to build issuer and investor awareness. We are engaging institutional investors to deepen participation in REITs and InvITs, coordinating with the Ministry of Finance to accelerate public asset monetisation, and working with IRDAI, PFRDA, and EPFO to facilitate greater participation from entities under their purview. Closing India’s capital markets have never been more resilient. The task now is to sustain this momentum and fuel the next phase of national growth. I invite you to partner with us - to raise disclosure quality, strengthen due diligence, and build a market that is resilient, inclusive, and a gateway to global capital. Thank you. Jai Hind! Page 4 of 4