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SEBI Eases IPO Rules for Pledged Shares

SEBI Eases IPO Rules for Pledged Shares

09 Dec, 2025

The Securities and Exchange Board of India (SEBI) has recently proposed significant changes to the regulations governing the lock-in periods for pledged shares during initial public offerings (IPOs). This initiative is aimed at addressing long-standing challenges faced by non-promoter shareholders who wish to participate in IPOs. Currently, the rules mandate a six-month lock-in period for shares held by individuals other than promoters, which includes shares under pledge. This restriction creates complications for issuers during the IPO process.

To tackle this issue, SEBI has introduced a consultation paper that outlines a new framework to facilitate the lock-in process for pledged shares. This framework will incorporate necessary provisions in the Issue of Capital and Disclosure Requirements (ICDR) Regulations, allowing issuers to better communicate with lenders and pledgees. By making these adjustments, SEBI intends to enhance the ease of doing business while ensuring that the interests of lenders are protected.

Furthermore, SEBI recognizes that the current offer documents for public issues can be complex and lengthy. This often discourages retail investors from engaging with the documents, making it challenging for them to gather relevant information for informed decision-making. To alleviate this issue, SEBI proposes to replace the existing abridged prospectus with a more concise summary of disclosures. This summary will be made available separately, enhancing accessibility for retail investors and encouraging their participation in the IPO process.

By streamlining the documentation requirements, SEBI aims to rationalize the public issue process, making it more straightforward for issuers and investors alike. The proposed changes are expected to foster greater engagement from retail investors, which is crucial for the growth of the capital markets in India. Overall, SEBI's initiatives represent a proactive approach to modernizing IPO regulations and promoting a more inclusive investment environment.

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