SEBI Overhauls IPO Disclosure Framework: Abridged Prospectus and QR Code Mandates Under ICDR Amendment Regulations 2026
Overview of the Amendment
The Securities and Exchange Board of India has formally amended the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 through a notification dated 16th March, 2026, bearing reference No. SEBI/LAD-NRO/GN/2026/299. The amendment regulations, officially designated as the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2026, came into operation on the date of their publication in the Official Gazette.
The regulatory changes introduced through this amendment are wide-ranging and touch upon multiple stages of the public issue process — from the filing of draft offer documents to post-issue disclosures. The core thrust of the amendment is to strengthen the quality and accessibility of disclosures made to prospective investors, particularly retail participants who may not have the financial literacy or time to navigate full-length prospectus documents.
The amendment has been issued in exercise of powers conferred under Section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992).
Key Changes Introduced by the 2026 Amendment
1. Regulation 17 — Securities Marked as "Non-Transferable" Where Lock-In Cannot Be Created
One of the significant structural changes pertains to Regulation 17 of the ICDR Regulations, 2018. The existing regulation has been renumbered as sub-regulation (1), and a new sub-regulation (2) has been inserted, which reads as follows:
"Subject to sub-regulation (1), where lock-in of the specified securities cannot be created, the depositories shall, upon receipt of instructions from the issuer, record such securities as 'non-transferable' for the duration of the applicable lock-in period."
This insertion addresses a practical gap that existed when technical or operational reasons prevented formal lock-in creation at the depository level. By mandating that such securities be recorded as "non-transferable", the amendment ensures that the spirit of the lock-in requirement is preserved even when the traditional mechanism is unavailable.
Key implications:
- Depositories are now bound to act on issuer instructions in such scenarios
- Issuers must proactively communicate such instructions to relevant depositories
- The applicable lock-in duration must be respected in all cases, regardless of technical format
2. Regulation 25 — Draft Abridged Prospectus to Accompany Draft Offer Documents
Regulation 25 has been amended at three distinct points:
- Sub-regulation (2): A new clause (d) has been added, requiring submission of a draft abridged prospectus as per Part E of Schedule VI along with the draft offer document.
- Sub-regulation (7): The phrase "Copy of the offer documents" now mandatorily includes "along with the abridged prospectus" before being filed with the Board.
- Sub-regulation (8): The reference to documents to be furnished has been expanded to include "the offer document, the draft abridged prospectus, and the abridged prospectus."
This change ensures that at every formal filing stage, a condensed and accessible version of the prospectus is made available — both to SEBI and to the general public.