India’s Resilience in the IPO Market: A Beacon Amid Global Volatility

Despite the tumultuous global economic landscape, India has firmly established itself as the world’s second-largest Initial Public Offering (IPO) market, trailing only the United States. This remarkable achievement is underpinned by robust macroeconomic fundamentals, proactive regulatory reforms, and a surge in retail participation. As the country navigates through challenges such as geopolitical tensions and economic uncertainties, the Indian primary markets have demonstrated resilience and growth.

Factors Driving Resilience in Indian Primary Markets

India’s IPO market has thrived even as global markets grapple with volatility stemming from various factors, including trade tariffs, the Russia-Ukraine conflict, and the Israel-Gaza crisis. The stability of the Indian primary markets is bolstered by strong macroeconomic indicators, such as a projected GDP growth of around 6.5% for Fiscal 2025, which is expected to continue into Fiscal 2026. This growth is complemented by robust domestic consumption and sustained government capital expenditure.

Favorable demographics, increased household savings, and a growing interest in equities among retail investors have further solidified the domestic capital base. Policy measures, including GST rate rationalization and sector-specific incentives, have also played a crucial role in enhancing investor confidence, allowing the markets to maintain steady momentum.

Moreover, regulatory bodies have actively refined the capital markets framework to create a more issuer- and investor-friendly environment. Key initiatives include reducing lock-in periods, introducing a confidential filing route, rationalizing disclosure requirements, facilitating UPI-based bidding, and expediting SEBI approvals. These measures have not only eased access to capital for issuers but also ensured strong investor protection, catalyzing a surge in IPO activity.

The Evolving Role of Legal Advisors in IPOs

Trilegal, a leading law firm, has been at the forefront of this IPO boom, advising on a record 52 IPO mandates in FY24-25. This achievement highlights the evolution of India’s capital markets and the critical role that legal advisors play in high-stakes IPOs. The firm’s recognition as the top legal advisor in multiple IPO categories underscores its depth of expertise and commitment to excellence.

As the IPO market matures, legal advisors have transitioned from mere gatekeepers of diligence and disclosure to becoming transaction architects. They now structure offerings, balance domestic and international investor expectations, and facilitate regulatory engagement. This evolution reflects the increasing complexity of the IPO landscape, where larger issues and closer scrutiny from regulators and global investors are the norms.

At Trilegal, the focus is on combining execution expertise with deep domain knowledge, ensuring that transactions align with both regulatory requirements and business objectives. This dual approach not only contributes to landmark transactions but also helps shape the development of India’s securities law framework.

Navigating Regulatory Changes: A Focus on Retail Investors

India’s regulatory framework is in a constant state of evolution, aiming to streamline capital-raising processes while prioritizing investor protection. Recent reforms have introduced QR code-enabled access to offer documents, mandatory audio-visual advertisements detailing key IPO information, and shorter listing timelines. These initiatives have significantly improved access for retail investors.

Awareness is crucial for retail investors to navigate this evolving landscape. SEBI regularly publishes bulletins covering primary market trends and policy developments, which investors should actively monitor. Financial news outlets and market platforms also provide timely updates on regulatory changes, making it essential for investors to stay informed.

To facilitate this, Trilegal publishes a quarterly magazine summarizing key regulatory updates in an accessible format. Additionally, engaging with SEBI-led investor awareness programs and utilizing grievance redressal platforms like SEBI’s SCORES can empower retail investors to protect their interests and participate confidently in capital markets.

Building Trust in High-Stakes IPOs

Law firms play a pivotal role in fostering trust between issuers, underwriters, and investors during high-stakes IPOs. They ensure that every aspect of the transaction meets the highest standards of diligence and compliance. Comprehensive due diligence, accurate disclosures, and navigation of India’s complex regulatory framework are essential functions that law firms perform.

By safeguarding against potential non-compliances and liabilities, law firms reinforce confidence among all parties involved. They also negotiate and finalize critical transaction agreements, anchoring disclosure documents and regulatory correspondence, which form the backbone of capital markets transactions.

At Trilegal, the emphasis is on ensuring that transactions are not only legally compliant but also commercially viable. This balance is achieved through regulatory engagements, deep capital markets domain knowledge, and sectoral expertise, reflecting proficiency on both issuer and underwriter mandates.

The Future of Cross-Border IPOs and Fundraising

India’s recent entry into global bond indices, such as JP Morgan’s GBI-EM and Bloomberg’s EM Local Currency Index, has significantly increased foreign ownership of government securities. This momentum is now extending into equities, with new-age companies like Meesho and Flipkart relocating their holding structures back to India for IPOs, driven by attractive valuations and supportive regulatory measures.

GIFT City’s IFSC exchanges are emerging as key platforms for international fundraising, with a growing number of fund management entities and funds. Foreign investors, including FPIs and sovereign wealth funds, are increasingly participating in Indian IPOs, further encouraging cross-border participation.

The liberalization of the Indian exchange control regime, such as increasing insurance sector limits to 100%, is expected to facilitate larger cross-border investments. These developments reflect India’s rapid ascent as a global capital destination, a trend likely to deepen as regulatory reforms and investor appetite converge.

Trilegal’s Journey and the Transformation of Indian Capital Markets

As Trilegal celebrates 25 years of practice, its journey mirrors the transformation of Indian capital markets. From a modest team of 10 lawyers in 2001, the firm’s capital markets practice has grown into one of the largest and most trusted in the country. This trajectory has been recognized by various industry rankings and awards, underscoring the firm’s commitment to excellence.

Trilegal has advised on several market-defining transactions, including the first-ever rights issue under the new SEBI regime and the largest IPOs in various sectors. Today, the firm stands as both a driver and enabler of India’s capital market transformation, fostering innovation and delivering execution excellence in transactions that shape the future of India’s markets.

Trends to Watch in FY25-26

Looking ahead, India’s equity capital markets are poised for another record-setting year in Fiscal 2026. Following a remarkable fundraising of ₹1.48 lakh crore in 2024, the momentum continues with 26 companies already raising over ₹52,500 crore in the first half of 2025. The positive market sentiment, driven by near-record highs in the NIFTY 50 and easing interest rates, is attracting a wave of companies preparing to list.

A critical enabler of this pipeline is the unprecedented volume of SEBI approvals, with numerous IPOs already in the pipeline. Sectors such as financial services, technology, renewable energy, and healthcare are expected to see significant traction.

The increasing size of IPO transactions is another trend to watch, with recent large IPOs setting new benchmarks. SEBI’s proposals to ease minimum public shareholding and issue size norms for large companies will likely pave the way for mega-IPOs, further enhancing market depth.

As the landscape evolves, the combination of sectoral breadth, large deal sizes, and a steady pipeline of sponsor-backed exits will provide resilience to India’s IPO market through FY25-26.

In conclusion, India’s position as a leading IPO market is a testament to its robust economic fundamentals, proactive regulatory environment, and the increasing participation of retail investors. As the landscape continues to evolve, stakeholders must remain vigilant and adaptable to harness the opportunities that lie ahead.