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The Impact of Regulatory Measures on IPO Financing

The recent BharatPe-Kotak controversy may have grabbed headlines for alleged abusive calls, but beneath the surface lies a crucial financial subject that demands closer scrutiny—Initial Public Offering (IPO) financing. This practice has undergone significant developments over the years, with the latest twist being the Reserve Bank of India’s (RBI) directive to non-banking financial companies (NBFCs) to impose strict limits on such financing. 

IPO Financing

IPO financing is essentially a loan extended by financial institutions to investors facing a shortage of funds to participate in an IPO. This allows investors to subscribe to a larger number of shares than they could with their own capital. Investors contribute a margin amount upfront, and the remaining funds for IPO subscription are provided by the lender. 

Recent Surge in IPO Subscriptions

The surge in IPOs in recent months, marked by multiple oversubscriptions, has fueled the demand for IPO financing. Investors are not only seeking funds for s but also leveraging financing to apply for larger quantities of shares. Despite meticulous pricing strategies advised by merchant bankers and increased disclosure requirements by the Securities and Exchange Board of India (SEBI), the allure of hefty profits persists.

Find: Oversubscribed IPOs in the World

Historical Controversies and Grey Market Tactics

 Historically, IPO financing has faced controversies, notably during the Harshad Mehta era. The IPO grey market thrived, and manipulative practices included multiple applications, often under fake names sourced from unconventional places like matrimonial sites. The rise of dematerialization curbed these issues but gave way to new challenges, such as financing through demat accounts opened under fake names, involving so-called “mules.” 

Regulatory Measures and Industry Impact

Fast forward to today, and regulatory interventions by both the RBI and SEBI are altering the dynamics of IPO financing. The RBI’s ceiling of Rs 1 crore per borrower from April 1 is a significant shift, particularly when compared to instances like the alleged Rs 500 crore IPO financing in the BharatPe case. The RBI’s objective is clear: to mitigate risks associated with the considerable leverage involved in IPO financing.

Know: RBI and its Monetary Policy Committee

Understanding IPO Financing Mechanics

IPO financing is a high-stakes game where NBFCs play a pivotal role. Typically, an HNI borrows money to bid for a substantial amount in an IPO, paying an upfront margin. The NBFC calculates the margin based on expected subscription levels. The borrowed amount, carrying an interest of around 8-9% per annum, is paid back within 7-9 days, often before share allotment. NBFCs secure funds for lending by issuing commercial paper to mutual funds, ensuring a profitable spread. 

Working Process of IPO Financing

To engage in IPO financing, investors pay a preliminary margin amount. The lender then covers the remaining funds required for IPO subscription. The tenure of IPO financing is typically short, ranging from several days to a few months, depending on market trends and share characteristics. Interest rates for IPO financing are generally lower than unsecured loans, varying by lender. 

Advantages of IPO Financing 

  1. Potential for high profits within a short timeframe. 
  2. Increased chances of share allotment by applying for more shares. 
  3. Flexibility to use both cash and stocks for margin. 
  4. Streamlined and fast loan processing with simple documentation. 
  5. Guidance from a dedicated relationship manager throughout the process. 

Disadvantages of IPO Financing

  1. High-risk investment with the possibility of significant losses. 
  2. Requires a certain amount of margin money from the investor’s own funds. 
  3. Not always available for retail category investors. 
  4. Variable interest rates are determined by the lender. 
  5. Borrowing limits depend on the specific IPO and subscription levels among HNIs. 

Check: IPO – Investors Categories in India

Impact of Regulatory Measures

The dual regulatory actions by the RBI and SEBI are set to transform the IPO financing landscape. The RBI’s cap per borrower will drastically reduce the quantum of financing, potentially impacting the profitability of NBFCs engaged in IPO financing. SEBI’s allocation methodology revision aims to make HNI bids more realistic, moving away from the exuberance witnessed in oversubscribed IPOs. 

Potential Benefits for Retail Investors

While NBFCs may see a decline in business, retail investors stand to benefit. Realistic HNI bids and reduced volatility on listing days are anticipated outcomes. The regulatory moves could lead to IPO pricing becoming more rational, as leveraged HNI bids for short-term gains are curtailed. 

Implications for Investors and Industry

While these regulatory measures may impact the IPO financing industry, they aim to curb excessive exuberance witnessed in HNI segments of IPOs. HNIs will face more realistic bid sizes and pricing, reducing the volatility associated with listing days. The move is expected to benefit retail investors and foster more realistic pricing of IPOs. 


The evolving regulatory landscape is reshaping the dynamics of IPO financing, with a focus on reducing exuberance and fostering more rational investment practices. Investors, especially HNIs, will need to adapt to these changes, and the industry may witness a shift towards more balanced and realistic IPO participation. The ultimate goal is to ensure a fair and stable IPO market that benefits all stakeholders.

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