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Securities and Exchange Board of India (‘SEBI’) has notified the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2026 by way of Notification No. SEBI/LAD-NRO/GN/2026/299, dated March 16, 2026 (‘Amendment’), thereby amending the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘ICDR Regulations’). The key changes introduced by the Amendment are as follows:
i. Lock-in Mechanism for Specified Securities: The Amendment to Regulation 17 provides that where a lock-in of specified securities cannot be created, the depositories should, upon receipt of instructions from the issuer, record such securities as ‘non-transferable’ for the duration of the applicable lock-in period;
ii. Draft Abridged Prospectus: The Amendment introduces a requirement for issuers to file a draft abridged prospectus, in addition to the existing offer documents. The draft abridged prospectus must be prepared as per Part E of Schedule VI of the ICDR Regulations. This requirement applies across various issuances;
iii. Hosting and Filing Requirements: The draft abridged prospectus is now required to be hosted on the websites of the issuer, SEBI, the relevant stock exchanges, and the lead managers along with the draft offer document. Similarly, at the time of filing the offer document with SEBI, a copy of the abridged prospectus is also required to be filed with the lead managers;
iv. QR Code and Link on Application Forms: Under the existing framework, application forms distributed in connection with an issue were required to be accompanied by a copy of the abridged prospectus. As per the Amendment, every application form distributed by the issuer or any other person in connection with an issue must include a QR code and link to access the red herring prospectus, the abridged prospectus, and the price band advertisement; and
v. Amendment to Schedule VI: Schedule VI of the ICDR Regulations has been amended to, among other things: (a) omit the chapter on ‘Summary of the offer document’; (b) limit disclosures to ‘Summary of contingent liabilities’ and ‘Summary of related party transactions’; and (c) expand disclosure requirements to cover both draft and abridged prospectuses.
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