Securities Exchange Board of India (SEBI) has notified the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2026 (ICDR Amendment Regulations) effective from March 21, 2026, to streamline requirements relating to public issue under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations), pursuant to SEBI’s board meeting held on December 17, 2025.

The key amendments to ICDR Regulations are as follows:

• Lock-in on non-transferrable securities: Regulation 17 of the ICDR Regulations provides for lock-in of the entire pre-issue share capital of a company undertaking an IPO, which is held by non-promoter shareholders (except those exempted under Regulation 17 of the ICDR Regulations, such as, equity shares allotted under a stock option plan, and shares held by a VCF/FVCI/Category I or II AIF) for a period of 6 (six) months from the date of allotment in the IPO. Pursuant to the ICDR Amendment Regulations, where a lock-in cannot be created on pre-issue share capital, such shares will be recorded a ‘non-transferable’ by the depositories upon receipt of instructions in this regard from the issuer.

• Abridged prospectus: The following amendments have been made in respect of abridged prospectus to facilitate access to information by prospective investors:
(a) The issuer is now required to file a draft abridged prospectus with the draft offer document, and abridged prospectus along with the offer documents filed with SEBI. Further, the draft and final abridged prospectus must be hosted on the website of the issuer along with the draft and final offer document, respectively.
(b) The application form distributed by the issuer is now required to contain a QR code to access the red herring prospectus (RHP), abridged prospectus and price band advertisement.

• Disclosures under the offer document:
(a) The ‘Offer Document Summary’, which forms part of the disclosures under the prescribed format of the offer documents under the ICDR Regulations, has been omitted. Given the inclusion of the abridged prospectus, the aforesaid deletion will avoid duplication of information provided to the investors.
(b) In addition to providing the issue details in brief and summary of consolidated financial information, the issuer is also required to provide a summary of its contingent liabilities and related party transactions.

These amendments are expected to streamline the requirements for fund raising. Further, the rationalisation of abridged prospectus is expected to improve information accessibility thereby increasing the engagement and participation of the retail investors in the IPO process.

Credits: Shubhangi Bhatnagar (Principal Associate) and Shriya Sehgal (Associate)