Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2026

SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 16th March, 2026
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2026 No. SEBI/LAD-NRO/GN/2026/299.—In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, namely: -
1. These regulations may be called the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Amendment) Regulations, 2026.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, -
I. in Regulation 17, -
(i) the existing regulation shall be numbered as sub-regulation (1); (ii) in the proviso thereto, the words “regulation” shall be substituted with the words and symbol “sub-regulation”; (iii) after the regulation so numbered as sub-regulation (1), the following sub-regulation shall be inserted, namely,- “(2) 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.”
II. in Regulation 25 -
(i) in sub-regulation (2), after clause (c), the following clause shall be inserted, namely,- “(d) a draft abridged prospectus as per Part E of Schedule VI.”; (ii) in sub-regulation (7), after the words “Copy of the offer documents”, and before the words “shall also be filed with the Board”, the words “along with the abridged prospectus” shall be inserted; (iii) in sub-regulation (8), the words “and the offer document” appearing after the words “draft offer document” and before the words “shall also be furnished”, shall be substituted with the words and symbols “, the offer document, the draft abridged prospectus, and the abridged prospectus”.
III. in Regulation 26,
(i) in sub-regulation (1), after the words “sub-regulation (2) by hosting it” and before the words “on the websites”, the words “along with the draft abridged prospectus” shall be inserted; (ii) in sub-regulation (4), after the words “the offer documents” and before the words “are hosted on the websites”, the words “and the abridged prospectus” shall be inserted.
IV. in Regulation 34(2), the words “be accompanied by a copy of the abridged prospectus” shall be
substituted with the words “include a QR code and link to access the red herring prospectus, the abridged prospectus, and the price band advertisement”.
V. in Regulation 59C,
(i) after sub-regulation (9), the following sub-regulation shall be inserted, namely,- “(9A) Draft abridged prospectus as specified in Part E of Schedule VI, shall be submitted along with the updated draft red herring prospectus-I, and shall be hosted on the websites of the issuer, the Board, stock exchanges where specified securities are proposed to be listed and lead manager(s) associated with the issue.”; (ii) in sub-regulation (14), after the words “copy of the offer document” and before the words “shall also be filed promptly”, the words “along with the abridged prospectus” shall be inserted; (iii) in sub-regulation (15), the words “and the offer document” appearing after the words “draft offer document” and before the words “shall also be furnished”, shall be substituted with the words and symbols “, the offer document, the draft abridged prospectus, and the abridged prospectus”.
VI. in Regulation 123,
(i) in sub-regulation (2), after clause (d), the following clause shall be inserted, namely,- “(e) a draft abridged prospectus as per Part E of Schedule VI.”; (ii) in sub-regulation (7), after the words “Copy of the offer documents”, and before the words “shall also be filed with the Board”, the words “along with the abridged prospectus” shall be inserted; (iii) in sub-regulation (8), the words “and the offer document” appearing after the words “draft offer document” and before the words “shall also be furnished”, shall be substituted with the words and symbols “, the offer document, the draft abridged prospectus, and the abridged prospectus”.
VII. in Regulation 124,
(i) in sub-regulation (1), after the words “sub-regulation (2) by hosting it” and before the words “on the websites”, the words “along with the draft abridged prospectus” shall be inserted; (ii) in sub-regulation (4), after the words “the offer documents” and before the words “are hosted on the websites”, the words “and the abridged prospectus” shall be inserted.
VIII. in Regulation 131(2), the words “be accompanied by a copy of the abridged prospectus” shall be
substituted with the words “include a QR code and link to access the red herring prospectus, the abridged prospectus, and the price band advertisement”.
IX. in Regulation 246,
(i) in sub-regulation (3), after the words “in Form G of Schedule V” and before the words “along with the draft”, the words and symbol “, and the draft abridged prospectus as per
Part E of Schedule VI” shall be inserted;
(ii) in sub-regulation (5), after the words “The offer documents” and before the words “shall also be furnished”, the words and symbols “and the abridged prospectus,” shall be inserted.
X. in Regulation 247,
(i) in sub-regulation (1), after the words “by hosting it” and before the words “on the websites”, the words “along with the draft abridged prospectus” shall be inserted; (ii) in sub-regulation (4), after the words “the offer documents” and before the words “are hosted on the websites”, the words “and the abridged prospectus” shall be inserted.
XI. in Regulation 255(2), the words “be accompanied by a copy of the abridged prospectus” shall be
substituted with the words “include a QR code and link to access the red herring prospectus, the abridged prospectus, and the price band advertisement”.
XII. in Schedule VI, -
(i) in Part A, -
(a) clause (4) shall be omitted;
(b) in clause (6), after sub-clause (b), the following sub-clauses shall be inserted, namely,- “(c) brief details of contingent liabilities. (d) brief details of related party transactions.” (ii) in Part E, - (a) in the heading, for the words “Disclosures in the Abridged Prospectus”, the words and symbol “Information to be provided (Disclosures to be made) in the Draft Abridged Prospectus and Abridged Prospectus” shall be substituted. (b) in the clause relating to General Instructions, - A. item no. (III) shall be omitted; B. existing item no. (IV) shall be renumbered as item no. (III);
C. item no. (V) shall be omitted;
D. after item no. (III) as so renumbered, the following items shall be inserted, namely,- “(IV) The outer cover page of the Draft Offer Document / Offer Document shall be the first page of the Draft Abridged Prospectus and Abridged Prospectus. (V) All information in Annexure – I shall be provided along with the reference to the page number of the Draft Offer Document / Offer Document where such information is provided. (VI) A QR code and link to access the Draft Offer Document / Offer Document shall also be provided. Further, all public announcements made to the public with respect to an IPO shall also provide a QR code and link to access the Draft Abridged Prospectus / Abridged Prospectus. (VII) All disclosures shall be made in a clear and simple language, so as to be easily understood.” (c) for Annexure – I, the following Annexure shall be substituted, namely,- “ANNEXURE – I
1. Brief information about the main business
Brief information about the main business of the issuer in not more than 500 words, and such information shall include the following information:
1) Information about the business, including the products manufactured or services
provided by the company;
2) Industry segments to which the company’s business belongs and the types of
customers;
3) Details of each segment and revenue from each segment for the relevant period
in a tabular format (wherever applicable);
4) Geographical areas where the company primarily operates;
5) Revenue from top 5 customers;
6) Primary locations of manufacturing facilities or service facilities;
7) Competitive strengths and future business strategy.
2. Brief information about the industry to which the company belongs
Brief information about the industry to which the issuer’s company belongs in not more than 250 words;
3. Promoters
Brief information about each promoter, such as name, type of entity and corporate information (wherever applicable), shareholding and educational qualifications (wherever applicable) [not more than 100 words in respect of each];
4. Objects of the Issue
Brief information about each object (in a tabular format, not more than 100 words in respect of each object);
5. Pre-Offer and Post-Offer shareholding of Promoters, Promoter Group members
and Top 10 Shareholders
Total shares of each of the following as on the date of the Draft Offer Document / Offer Document and as on the date of allotment: (i) Promoters, (ii) Promoter Group members, and (iii) Top 10 shareholders (excluding Promoters and Promoter Group). This information shall be provided in the following table:
Sr. No. Pre-Offer Shareholding Post-Offer Shareholding as on date of Allotment Name of Shareholder No. of Equity Shares % of Shareholding No. of Equity Shares at Floor Price and Cap Price % of Shareholding Promoters
1. [●] [●] [●] [●] [●]
Promoter Group Members [who hold shares]
1. [●] [●] [●] [●] [●]
2. [●] [●] [●] [●] [●]
Shareholders falling under the public category (Top 10 Shareholders)
1. [●] [●] [●] [●] [●]
2. [●] [●] [●] [●] [●]
3. [●] [●] [●] [●] [●]
4. [●] [●] [●] [●] [●]
5. [●] [●] [●] [●] [●]
6. [●] [●] [●] [●] [●]
7. [●] [●] [●] [●] [●]
8. [●] [●] [●] [●] [●]
9. [●] [●] [●] [●] [●]
10. [●] [●] [●] [●] [●]
Other Shareholders falling under the public category
11. - [●] [●] [●] [●]
Total [●] 100.00% [●] [●]
Notes:
1) Includes all options exercised till the date of the prospectus, and also includes
equity shares transferred by existing shareholders after the date of the advertisement for the issue and the advertisement for the price band till the date of the prospectus.
2) Based on the Issue Price of ₹[●], which may change after the basis of allotment
is finalized.
6. Brief statement of Restated Consolidated Financial Information
Following information shall be provided in a tabular format as per the restated consolidated financial statements for the last 3 years and stub period:
1) Share Capital
2) Net Worth
3) Revenue
4) EBITDA
5) Profit after tax
6) Earnings per share (Basic)
7) Earnings per share (Diluted)
8) Return on Equity / Net Worth
9) NAV per equity share
10) Total borrowings
11) Cash flow from operating activities
12) Cash flow from investing activities
13) Cash flow from financing activities
7. Brief information about business performance indicators (KPIs)
Brief information about the KPIs in a tabular format, based on which the offer price was determined during the last 3 years and stub period (only provide information not already covered in the brief financial information above).
8. Risk Factors
Brief information about the top 10 internal risk factors only.
9. Weighted Average Cost of Acquisition (WACA) of shares of Promoters and Selling
Shareholders
Particulars No. of
Equity
Shares held till date*
WACA
(₹)*
WACA of shares acquired in the last one year*
Promoters
Promoter - 1 [●] [●] [●]
Promoter - 2 [●] [●] [●]
Selling Shareholders
Selling Shareholder - 1 [●] [●] [●]
Selling Shareholder - 2 [●] [●] [●]
*Figures to be derived considering conversion of CCPS.
WACA of all shares acquired in the one year and three years preceding the date of the Draft Offer Document / Offer Document.
10. Information relating to Board of Directors and Key Managerial Personnel
Names and designations of the members of the Board of Directors and Key Managerial Personnel.
11. Auditor’s comments
Mention the page number where the auditor’s comments are referred to.
12. Brief information about ongoing litigations in a tabular format.
BABITA RAYUDU, Executive Director
[ADVT.-III/4/Exty./758/2025-26]
Note: The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, were published in the Gazette of India on September 11, 2018, vide Notification No. SEBI/LAD-NRO/GN/2018/31, and last amended on November 1, 2025, by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025, vide Notification F. No. SEBI-LAD-NRO/GN/2025/271.