SEBI Amends ICDR Regulations To Introduce Draft Abridged Prospectus And Revises Disclosure Requirements.

The Securities and Exchange Board of India (“SEBI”) by way of notification dated 16.03.2026, has issued the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2026 (“ICDR Amendment Regulations”)¹ amending the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”).

The key amendments introduced in the ICDR Amendment Regulations are as follows:

1. Lock-in via non-transferability: A new provision has been included which provides that where lock in of specified securities cannot be created, depositories shall, upon receipt of instructions from the issuer, record such securities as “non transferable” for the duration of the applicable lock in period.
2. Introduction of Draft Abridged Prospectus: Several regulations have been amended to integrate a draft abridged prospectus (as per Part E of Schedule VI) into the IPO documentation framework. Specifically, Regulations 25 and 59C (mainboard IPOs), Regulations 123 and 124 (rights issues), and Regulation 246 (SME IPOs) have been amended to require submission of a draft abridged prospectus alongside the draft offer document. The draft abridged prospectus must be hosted on the websites of the issuer, SEBI, relevant stock exchanges, and lead managers.
3. Public hosting and filing requirements: The ICDR Amendment Regulations require the draft abridged prospectus to be hosted alongside the draft offer document on the websites of lead managers, and that the abridged prospectus be hosted alongside offer documents once filed.
4. Application form requirements: The requirement of attaching a copy of the abridged prospectus with each application form has been substituted. Each application form distributed in connection with an issue must now include a QR code and link to access the red herring prospectus, the abridged prospectus, and the price band advertisement.
5. Revised disclosure standards for Abridged Prospectus: Schedule VI has been amended to additionally require a summary of contingent liabilities and a summary of related party transactions. The general instructions have been updated to require, among other things, that the cover page of the offer document serve as the first page of the abridged prospectus, that cross references to the offer document be provided, that a QR code and link to the offer document be included, and that all disclosures be in clear and simple language. Annexure I has been substituted in its entirety with a standardized disclosure format covering the issuer’s primary business and industry, promoter details, objects of the issue, pre- and post offer shareholding pattern, restated consolidated financial information, key performance indicators, top 10 internal risk factors, weighted average cost of acquisition for promoters and selling shareholders, board and key managerial personnel, auditor qualifications, and outstanding litigations.

The ICDR Amendment Regulations shall come into force on the date of their publication in the Official Gazette i.e., 21.03.2026.

Footnote

1. SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2026.

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