Regulator Moves In: Sebi Eyes Rules for Unlisted Shares

The Securities and Exchange Board of India (Sebi) is weighing the creation of a regulated venue for pre-IPO share trading, a move that could reshape the country’s fast-growing unlisted market.

Speaking at a Ficci capital markets conference, Sebi chairperson Tuhin Kanta Pandey suggested a pilot platform where pre-IPO companies could allow trading subject to disclosures. The aim, he said, is to improve transparency, help investors make better-informed decisions, and give the government its share of tax revenue.

India’s IPO market has been booming, raising over ₹4.3 trillion in FY25 with another ₹1.4 trillion expected soon. But the parallel unlisted space has grown equally fast, luring retail investors through digital platforms. Many buyers, however, have been burned, with IPO prices often debuting below inflated grey market levels.

Pandey acknowledged that the unlisted arena offers opportunities but carries risks, and said intermediaries like bankers, depositories, and brokerages must come up with solutions to reduce friction in fundraising and disclosures.

Though still just an idea, Sebi’s signal is clear: the days of freewheeling pre-IPO trades might be numbered, and the regulator is preparing to bring order to one of the market’s riskiest but most exciting corners.

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