SEBI’s 212th Board meeting delivered a wide reform package, but the sharpest moves were in IPOs—where the regulator is fixing lock-in execution gaps and forcing disclosures to become more readable for retail. Alongside, SEBI approved a major rewrite of mutual fund rules, a new stockbroker framework, and multiple ease-of-doing-business changes across listed entities.

1)SEBI Board Meeting: IPO Reforms

A. Lock-in Problem, Solved at System Level: One of the most practical IPO changes targets a messy issue: non-promoter shares that must be locked-in for 6 months post-IPO, but are pledged pre-IPO—making lock-in enforcement difficult. SEBI approved a mechanism where depositories will mark such shares as “non-transferable” for the lock-in period. Even if pledges are invoked or released, the lock-in is automatically enforced for the remaining duration.

This reduces legal/operational loopholes and makes lock-in compliance mechanical, not negotiable.

B. DRHP Stage Gets a “Readable” Summary: SEBI has approved that IPO-bound companies must provide a focused, standardised summary at the DRHP stage itself—through a draft abridged prospectus. This is aimed squarely at retail investors who currently face massive offer documents with scattered key information.

C. OFS Debate: On the hot topic of Offer-for-Sale-heavy IPOs, SEBI Chairperson Tuhin Kanta Pandey signalled no intent to regulate/cap OFS. The message is clear: SEBI will stick to a disclosure-based approach, not prescribe how capital formation “should” look.

2) Debt IPO Incentives

SEBI approved allowing debt issuers to offer incentives—such as extra interest or issue-price discounts—to selected categories like senior citizens, women, armed forces personnel (serving/retired) and widows/widowers, retail investors, etc.

Bottomline: SEBI board meeting on December 17 was less about flashy announcements and more about execution fixes like: IPOs will get cleaner lock-ins & shorter, standard summaries.

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