The market regulator on Thursday proposed to simplify IPO disclosures and ease hurdles associated to locked-in shares, measures anticipated to profit each retail buyers and issuers.
The Securities and Trade Board of India (Sebi) really helpful introducing a brand new ‘supply doc abstract,’ a concise and standardized model of the draft purple herring prospectus (DRHP) and purple herring prospectus (RHP). A Sebi session paper stated this may give buyers a fast, readable overview of the corporate’s enterprise, financials, promoter background, key dangers and the aim of the difficulty. It should substitute the present abridged prospectus, typically criticized for being repetitive and onerous to navigate.
The advice is a part of proposed amendments to Sebi’s Difficulty of Capital and Disclosure Necessities (ICDR) Laws. Sebi has invited feedback on the proposals until 4 December 2025.
Underneath the proposal, issuers shall be required to host the abstract and the complete supply doc on their very own web site, in addition to these of Sebi, the inventory exchanges and the lead managers. Every IPO utility type will carry a QR code pointing to those paperwork, making them extra accessible for buyers. Sebi believes this format will enhance investor comprehension, significantly for retail buyers who discover present disclosures dense and tough to interpret.
“It has been noticed that retail buyers typically depend on secondary and unregulated sources of data similar to gray market developments and unverified social media for making funding selections,” the regulator stated within the session paper. “Public feedback on draft supply paperwork stay negligible,” it added.
Attorneys stated there may be scope to simplify the doc additional for retail buyers.
“A proposal doc abstract is an efficient factor, however there may be scope to cut back the prospectus’s measurement. A US prospectus is a fraction of the scale of its Indian counterpart. We do not want a thousand-page prospectus,” stated Sandeep Parekh, managing associate at Finsec Legislation Advisors.
Prakash Bulusu, joint CEO of IIFL Capital welcomed the proposal, stating it balances transparency with simplicity. “It should make IPO disclosures extra investor-friendly and accessible, whereas sustaining the integrity of data,” he stated.
Sebi additionally reviewed the framework governing the lock-in of pre-issue capital underneath Regulation 17 of the ICDR Laws.
At current, the pre-issue capital held by promoters and individuals apart from promoters are locked in for specified durations after itemizing. The Sebi paper stated issuers face sensible difficulties in assembly these lock-in necessities when shares have been pledged earlier than the IPO. The prevailing system of depositories doesn’t permit lock-in of pledged shares, creating operational challenges on the time of itemizing. Since shares of an issuer are freely transferable, shareholders can create pledges at any time earlier than the shares develop into topic to lock-in. This typically leaves issuers struggling to adjust to Sebi’s timelines when the variety of shareholders is giant or when some are untraceable or unwilling to cooperate.
To resolve these points, Sebi proposed to permit pledged shares to be handled as locked-in for the required interval, even when depositories can’t technically create a lock-in as a result of pledge. The regulator prompt that issuers amend their Articles of Affiliation (AoA) to particularly acknowledge that pledged fairness shares shall be handled as locked in for the relevant interval. In circumstances the place the pledge is invoked, the shares transferred to the pledgee’s account will proceed to stay locked in for the steadiness interval. Equally, when the pledge is launched, the shares will revert to the pledger’s account and stay locked in for the rest of the interval.
Issuers shall be required to tell all present lenders or pledgees of those modifications to the AoA. Depositories can even should replace their techniques to make sure that after the invocation or launch of a pledge, the shares within the related account, whether or not of the pledger or pledgee, are routinely marked as locked-in for the remainder of the interval.
To implement this, a brand new clause is proposed underneath Regulation 17, permitting depositories, on the issuer’s instruction, to mark pledged shares as “non-transferable” during the lock-in, in circumstances the place a conventional lock-in can’t be created.
The change is meant to carry each authorized and operational readability on dealing with pledged shares throughout the lock-in interval whereas enhancing ease of doing enterprise and safeguarding the pursuits of lenders.
“Easing lock-in and compliance norms, particularly round pledged shares, will additional streamline the IPO course of and encourage broader participation in India’s capital markets,” Bulusu of IIFL Capital stated.
