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Background:
SEBI’s consultation paper (13 November 2025) proposes two key amendments to the ICDR Regulations to
(1) ease IPO compliance and (2) improve retail investor participation.
First, SEBI proposes a mechanism to treat pledged pre-IPO shares held by non-promoters as locked-in by allowing depositories to mark such shares as non-transferable when system-based lock-in cannot be created, supported by mandatory AoA amendments and lender notifications.
Second, SEBI proposes to replace the abridged prospectus with a new, focused “Offer Document Summary”, which will be filed along with the DRHP/RHP and made available separately on websites of the issuer, SEBI, stock exchanges, and lead managers. The new summary will give retail investors simplified access to key disclosures (risk factors, business, industry, financials, KPIs), while reducing documentation burden for issuers.
Public comments are invited until 4 December 2025.

Quote:
“If these proposals are implemented, they will mainly help smoothen the way information reaches common retail investors. A shorter, standardised Offer Document Summary as against abridged DRHP will make it much easier for investors to quickly understand the fundamentals such as business, financials and key risks without having to sift through hundreds of pages or rely on informal sources."

Quote:
"Most startup founders have traditionally raised funds by pledging their shares. The proposed revision of lock-in rules for pledged pre-IPO shares will now remove a major operational challenge that many companies face, especially when shares are pledged to multiple lenders."