Impact of ICDR Amendments on Private Equity Exits via IPOs in India

Introduction to ICDR and Its Importance for Private Equity Exits

The Securities and Exchange Board of India (SEBI) is tasked with regulating India’s securities market, protecting investors, and promoting market development. A critical component of this regulatory framework is the Issue of Capital and Disclosure Requirements (ICDR) Regulations, which govern the issuance of securities, including initial public offerings (IPOs), rights issues, and preferential allotments. For private equity (PE) firms, ICDR regulations are particularly significant as they provide the legal framework for exiting investments, often through IPOs, which are a common liquidity event.

SEBI ICDR regulations shape the path to successful IPOs by setting eligibility criteria, disclosure requirements, and procedural guidelines. For PE firms, key aspects include lock-in periods for promoters and pre-IPO investors, offer-for-sale (OFS) mechanisms for selling shares, and enhanced disclosure norms. These elements ensure that PE-backed IPOs are transparent and attractive to public market investors, facilitating successful exits and maintaining market stability.

Key Amendments in SEBI ICDR Regulations Affecting Private Equity-Backed IPOs

On March 3, 2025, SEBI introduced Issue of Capital and Disclosure Requirements (Amendment) Regulations, 2025, published in the Official Gazette. These amendments aim to streamline IPO processes, enhance disclosure standards, and align with current market practices, directly impacting PE-backed IPOs.

Lock-In Period and Exit Restrictions Under SEBI ICDR

Lock-in periods restrict the sale of shares post-IPO, a critical consideration for PE investors seeking liquidity. The 2025 amendments introduce changes that affect these periods:

Reduction of Lock-In Periods and Impact on PE Fundraising

– The standard lock-in for promoters is three years. However, the amendments allow for the inclusion of repayment of capital expenditure (capex) loans in determining this lock-in if the majority of issue proceeds (excluding OFS) are for capex, potentially reducing the effective lock-in period.

– Bonus issuances on employee stock option plans (ESOPs) or stock appreciation rights (SARs) are exempt from lock-in under Regulations 17(a) and 17(b). This benefits PE investors holding such securities, as it allows earlier liquidity.

– These reductions make PE investments more attractive by offering clearer and potentially faster exit routes, enhancing fundraising efforts. Limited partners (LPs) are more likely to invest when exits are predictable and timely, as it demonstrates successful fund management.

Exceptions or Relaxations Provided in Recent Amendments

– Shares issued to employees under ESOP/SAR schemes are exempt from lock-in under specific conditions, facilitating smoother exits for PE investors.

– Outstanding SARs can be considered for minimum promoter contribution (MPC), with SARs exempt from the six-month lock-in post-IPO. This relaxation provides additional flexibility for PE firms structuring their exits.

Offer-for-Sale (OFS) Mechanism for PE Stake Divestment

The OFS mechanism allows existing shareholders, including PE investors, to sell their shares to the public during the IPO, providing a structured exit route.

 How OFS Integrates with SEBI ICDR Regulations 2018 and Beyond

– The 2025 amendments introduce limits on OFS. Shareholders with more than 20% pre-IPO shareholding can sell up to 50% of their holding, while those with less than 20% can sell up to 10% of the company’s pre-IPO shareholding. These limits are calculated as of the draft offer document date and include secondary sales, ensuring market stability while allowing significant divestment.

Advantages for Private Equity Investors Planning Exits:

– OFS provides a transparent and structured way for PE investors to achieve liquidity, selling shares directly to the public without disrupting market dynamics.

– The clear limits ensure PE firms can plan exits effectively, balancing divestment with maintaining market confidence, which is crucial for successful IPOs.

Spotlight on the 2025 SEBI ICDR Amendments

Specific New Provisions Impacting Private Equity Exits via IPOs in India

The 2025 SEBI ICDR Amendments introduce several provisions that facilitate PE exits through IPOs, enhancing flexibility and transparency. A key change is the relaxation on Stock Appreciation Rights (SARs) under Regulation 5(2).

Previously, outstanding SARs posed challenges for IPO-bound companies. Now, issuers may retain SARs granted under a SARs scheme post-SEBI observations on the draft red herring prospectus (DRHP), provided they are fully exercised into equity shares before filing the red herring prospectus (RHP) for book-built issues.

Issuers must disclose details of the SARs scheme and resulting equity shares in the DRHP and offer documents, as mandated by Regulation 29(1) and Schedule VI. This provision allows PE investors holding SARs to participate in IPOs without being classified as promoters, streamlining their exit process.

Another significant amendment is the lock-in exemption for shares allotted under SARs schemes or employee stock option plans (ESOPs). Regulation 17 now exempts equity shares issued under such schemes, including those held by employee stock option trusts, from the mandatory six-month lock-in period post-IPO. Bonus shares issued against these allotments are also exempt, as specified in Regulation 17(a) and 17(b). This change enables PE funds with employee-linked holdings to liquidate their investments sooner, enhancing liquidity and attractiveness of IPO exits.

The amendments also provide flexibility in the minimum promoters’ contribution (MPC). Under Regulation 14, non-individual shareholders holding at least 5% of post-issue equity share capital, alongside promoter group entities (excluding promoters), can contribute to the MPC without being identified as promoters. This reduces the regulatory burden on PE investors with significant stakes, allowing them to participate in IPOs without the long-term lock-in obligations typically imposed on promoters, as outlined in Regulation 14(1).

To enhance transparency, Regulation 54 mandates issuers to report all securities transactions by promoters and promoter groups, including pre-IPO placements disclosed in draft documents, to stock exchanges within 24 hours from DRHP filing until issue closure. This ensures market visibility of PE share movements, fostering investor confidence [Regulation 54(1)].

Finally, the criteria for OFS have been streamlined under Regulation 8. The requirement to file a fresh DRHP now depends solely on a change in offer size, simplifying the process for PE investors planning exits through OFS in IPOs [Regulation 8(2)]. These provisions collectively reduce procedural constraints, shorten lock-in periods, and enhance flexibility, making IPOs a more viable exit route for PE investors.

Rationale Behind the Latest Amendments and SEBI’s Objectives

The 2025 SEBI ICDR Amendments are driven by SEBI’s mandate under Section 11 of the SEBI Act, 1992, to protect investors and promote securities market development. The amendments pursue several objectives, balancing investor protection with market efficiency.

First, SEBI aims to enhance investor confidence through stricter disclosure norms. Regulation 29(1)(c) requires issuers to disclose material agreements and criminal litigation against key managerial personnel, addressing past issues of inadequate transparency in IPO documents. This protects retail investors from misinformed decisions, aligning with SEBI’s investor protection mandate.

Second, the amendments streamline IPO processes to encourage capital raising. The elimination of the 1% security deposit requirement (previously under Regulation 10) and simplified OFS criteria reduce financial and administrative burdens on issuers, making IPOs more accessible for companies, including those backed by PE investors.

Third, SEBI recognizes modern corporate practices by allowing exemptions for SARs and ESOP-related shares from lock-in periods. This aligns with global trends where employee stock options are critical for talent retention, while facilitating PE liquidity, as reflected in Regulation 17.

Finally, by relaxing MPC and lock-in norms, SEBI seeks to attract PE investments, crucial for funding startups and small and medium-sized enterprises (SMEs). This supports India’s economic growth objectives under the Companies Act, 2013, as highlighted in SEBI’s March 3, 2025, press release. These amendments position India’s capital markets as competitive and investor-friendly, aligning with global standards while addressing local challenges.

Legal Framework and Compliance Under the Latest ICDR Regulations

In March 2025, the SEBI introduced significant amendments to ICDR Regulations. These amendments, usher in structural changes affecting capital-raising processes, disclosure norms, compliance obligations, and regulatory oversight. The focus is on streamlining the IPO process, enhancing transparency, and aligning the ICDR framework with other regulations (such as the SEBI Listing Regulations, 2015).

Role of SEBI in Enforcing Compliance and Imposing Penalties

SEBI is the principal regulator for public issues in India and plays a pivotal role in ensuring issuer compliance with the ICDR Regulations. Under Section 24 of the Companies Act, 2013, SEBI is empowered to administer and enforce all provisions relating to public offerings by listed (or to-be-listed) companies. This means SEBI can take enforcement action against an IPO-bound company and its officers for violations not only of the SEBI regulations but also of relevant provisions of the Companies Act (e.g. misstatements in the prospectus under Sections 34 and 35 of the Companies Act).

In practice, SEBI reviews the draft offer documents (DRHP/RHP) for regulatory compliance and issues observations that must be addressed before proceeding. Any material lapse or non-compliance can lead to regulatory intervention – from requiring corrective disclosures to delaying the issue or even prosecuting the offenders.

Importantly, the updated ICDR Regulations heighten transparency around SEBI’s own enforcement actions. Companies are now required to disclose in their offer documents whether SEBI has issued any show-cause notices or initiated prosecution against the issuer, its promoters, or directors.

For instance, the amended disclosure format mandates detailing any pending show-cause proceeding by SEBI (or its Adjudicating Officer) for penalty imposition, or any prosecution launched by SEBI. Such requirements reinforce that SEBI’s enforcement presence is ever-watchful – any past or ongoing regulatory action becomes public knowledge, incentivizing issuers to maintain clean records.

SEBI’s powers to impose penalties are extensive. Under the SEBI Act, violations of ICDR provisions (or SEBI’s directives) can attract monetary penalties and other sanctions. Adjudication officers of SEBI may levy fines for breaches of disclosure norms, and in severe cases (such as fraudulent statements or willful non-compliance) SEBI can issue directions including barring companies or individuals from the securities market.

The amendment has also introduced a requirement that the board of directors of the issuing company confirm that all regulatory requirements and guidelines issued by SEBI and other authorities have been complied with. This declaration, to be signed by all directors and the CFO, effectively puts management on the hook to certify total compliance with SEBI rules and other applicable laws. False certification or oversight can lead to heavy penalties, given SEBI’s mandate to protect investors and the integrity of the market.

The amendments strengthen SEBI’s hand by increasing the accountability of issuers (through mandatory disclosures of SEBI actions and compliance certifications) and by harmonizing ICDR requirements with broader legal obligations. Companies preparing for an IPO must therefore deal with SEBI proactively – ensuring up-front compliance, cooperating with SEBI’s review process, and understanding that any compliance failure can result in punitive action or delays in the IPO timeline.

Intersection with Other Indian Legislation (Companies Act, 2013 and FEMA)

While SEBI and the ICDR Regulations occupy center stage for IPO governance, issuers must also navigate the interplay with other laws, chiefly the Companies Act, 2013 and the Foreign Exchange Management Act, 1999 (FEMA), among others. The latest ICDR amendments explicitly acknowledge these intersections, making it clear that compliance is a multidisciplinary effort.

Companies Act, 2013: The Companies Act lays the corporate law foundation for any share issuance, and the ICDR Regulations now reinforce that an IPO must not violate the Act’s provisions. In fact, the amended regulations mandate a declaration that “No statement made in this letter of offer contravenes any of the provisions of the Companies Act, 2013 and the rules made thereunder. All the legal requirements connected with the issue as also the guidelines, instructions, etc., issued by SEBI, Government and any other competent authority in this behalf, have been duly complied with.”

This effectively bridges SEBI’s regulatory regime with the company law requirements – assuring that the company has, for example, obtained all necessary corporate approvals, complied with share issuance rules, and adhered to prescribed formats. Notably, Section 26 of the Companies Act (which specifies matters to be stated in a prospectus) is largely administered by SEBI for listed companies, and the ICDR schedules ensure that those disclosures are made in the SEBI format.

Moreover, if an issuer or its directors make misstatements in the prospectus, they face liability under the Companies Act (civil and criminal) even as SEBI oversees enforcement of those provisions. SEBI’s authority under Section 24 of the Act means that breaches of Companies Act requirements (such as misstatements or omissions) in an IPO context will be handled by SEBI’s enforcement mechanisms rather than the Registrar of Companies – underscoring how closely the regimes are intertwined.

The ICDR Regulations also incorporate specific references to Companies Act offenses to ensure investors are cautioned. For instance, the disclosure requirements now include the provisions of the Companies Act, 2013 relating to punishment for fictitious applications (i.e. applying in a false name or multiple applications to defraud) and a statement that any person doing so is liable for penalties.

The prospectus must state the essence of Section 38 of the Companies Act, which criminalizes such actions, and any penalty imposed pursuant to the Companies Act, 2013 must also be disclosed. This alerts investors and aligns with company law, ensuring that the company explicitly acknowledges those legal consequences in its IPO documents.

In addition, other statutory information required by company law (such as material contracts for inspection, directors’ responsibility statements, etc.) are integrated into the offer document via the ICDR’s schedules.

FEMA (Foreign Exchange Management Act, 1999): An IPO in India often attracts foreign investors (such as foreign portfolio investors, NRIs, or venture capital funds), and any issuance or transfer of shares to non-residents must comply with FEMA and related regulations. The ICDR amendments recognize this by requiring clear disclosure of any restrictions on foreign ownership of the company’s securities. The offer document should spell out the limits (if any) on investment by Non-Resident Indians (NRIs), Foreign Portfolio Investors (FPIs), Foreign Venture Capital Investors (FVCIs), or other non-residents, as applicable.

From a compliance perspective, companies must ensure that any pre-IPO placements or proposed allotments to foreign investors abide by FEMA rules (including pricing guidelines under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019). The inflow of funds from foreign investors in the IPO has to be reported to the RBI as per FEMA regulations, and allotment of shares must be within the permitted sectoral limits.

Non-compliance can invite severe penalties under FEMA (which are in addition to SEBI’s penalties). Thus, the IPO preparation should involve a parallel check for FEMA compliance – e.g. verifying that the issue structure will not lead to breaches of FDI caps, and that all foreign subscription monies will be received through approved banking channels. The integration of foreign ownership disclosure in the ICDR serves as a reminder that the company’s capital raising is subject to India’s exchange control regime.

Critical Legal Pitfalls to Avoid in Preparing for an IPO

Given the rigorous framework of the ICDR Regulations and the broader legal landscape, companies planning an IPO must tread carefully to avoid common pitfalls that can derail the issue or lead to liability. Below are some critical legal pitfalls and how to avoid them under the latest regulations:

1. Incomplete or Inaccurate Disclosures: One of the gravest mistakes is failing to fully disclose material information or legal issues. The updated ICDR regime has tightened disclosure standards even further.

This objective test means issuers can no longer sweep significant lawsuits under the rug by dubbing them immaterial. Likewise, all criminal proceedings involving key managerial personnel (KMP) or senior management, and any regulatory or statutory action against them, must be disclosed in the offer documents.

A critical pitfall, therefore, is neglecting to run thorough due diligence on the company and its top management – any skeletons in the closet (major lawsuits, regulatory show-cause notices, past violations) need to be identified and disclosed. If a company omits these and SEBI catches it (which is likely, given SEBI’s mandate and the requirement to file a due diligence certificate), the IPO could be stalled and the company/its directors could face enforcement action for misrepresentation.

2. Non-Compliance with Eligibility and Regulatory Preconditions: SEBI’s regulations set various eligibility criteria for an IPO, and overlooking these is a common pitfall. Under Regulation 5 of ICDR, a company cannot file a draft prospectus if it has certain outstanding convertibles or rights that could lead to issuance of shares in the future. The 2025 amendments have slightly relaxed this by allowing stock appreciation rights (SARs) granted to employees to exist at filing, provided they are fully exercised into equity shares before the Red Herring Prospectus is filed.

However, any other outstanding options or convertibles must be converted or withdrawn prior to filing (except permissible ESOPs). A pitfall would be failing to unwind such instruments – e.g. forgetting that a convertible debt or warrants must convert before the RHP stage. If not addressed, SEBI will not allow the IPO to proceed.

Another prerequisite is the track record of compliance and investor grievance resolution. ICDR now asks the issuer to confirm whether it has been in compliance with SEBI’s Listing Regulations for the last three years. It also asks whether the issuer has redressed at least 95% of investor complaints received up to the quarter before the filing, and if not, to explain. These disclosures, though formally may not bar an IPO, signal to SEBI and investors the company’s governance quality.

3. Overlooking Intersections with Other Laws: As discussed, an IPO doesn’t exist in a silo. A frequent pitfall is neglecting the requirements of laws like the Companies Act or FEMA during the IPO prep. For example, the company might focus on SEBI’s regulations but forget a necessary corporate approval mandated by the Companies Act – such as the shareholders’ approval under Section 62(1)(c) for a fresh issue of shares to the public, or the requirement to file the prospectus with the Registrar of Companies. Missing these can invalidate the issuance or invite liability. Similarly, not adhering to FEMA rules – say, not checking the foreign investment cap for the sector – could lead to post-IPO non-compliance if foreign investors purchase shares beyond a limit.
4. Mismanaging Use of Proceeds and Promoter Lock-in Requirements: Another legal trap can be the misuse of IPO proceeds or misunderstanding the conditions attached to their use. SEBI ICDR mandates that if a significant portion of IPO proceeds is allocated to certain purposes, it triggers a longer lock-in for promoters’ shares. Specifically, if the majority of issue proceeds (excluding any offer-for-sale component) is for capital expenditure, then the promoters’ minimum contribution is locked in for 3 years (instead of the usual 1 year).

The 2025 amendment clarifies that even repayment of loans availed for capital expenditure will count toward this threshold. A pitfall would be failing to recognize this and inadvertently subjecting promoters to a longer lock-in by structuring the fund usage wrongly.

Mismanagement of proceeds post-IPO (like deviating from stated objects) can also lead to regulatory action, but at the IPO preparation stage, the key is to state clear objects and stick to them. SEBI requires disclosure and monitoring of funds usage, and any change of objects later would need shareholder approval.

5. Issues in Secondary Sales and Pre-IPO Placements: Many IPOs involve an OFS by existing shareholders or pre-IPO private placements to anchor investors. The ICDR amendments have tightened rules here as well, and mistakes can happen if companies or selling shareholders are unaware. Regulation 8A (as amended) sets limits on how much existing shareholders can offload in an IPO relative to their pre-IPO holdings.

The recent change added an Explanation that any secondary sale transactions prior to the IPO will count towards these limits. A pitfall would be a promoter or investor selling shares to a third party right before the IPO and then also trying to sell the maximum allowed in the IPO – combined, these could breach the limit if not calculated together.

Additionally, any pre-IPO placement now must be reported to the stock exchanges within 24 hours of the transaction. This is a new compliance step introduced in 2025 to increase transparency. Failing to report a pre-IPO deal is a serious compliance lapse. It could lead to regulatory action or scuttling of the IPO if the lapse comes to light late.

6. Neglecting Post-IPO Governance Readiness: While not directly part of the IPO filing, a subtle pitfall is failing to prepare for the company’s obligations once it becomes public. The IPO compliance process doesn’t end on listing day – it only transitions into Listing Regulation compliance If a company has weak governance, it might get through the SEBI clearance but then immediately run afoul of continuous listing requirements, which can invite penalties or even trading suspensions later. SEBI’s emphasis on a three-year compliance track record is partly to gauge this readiness.

Private Equity Exit Strategies Leveraging Revised ICDR Regulations

Timing the IPO and Aligning PE Exits with Market Cycles

How to Plan Exits Considering Updated ICDR Regulations

PE investors must plan exits with a thorough understanding of the revised ICDR framework. The updated regulations place greater emphasis on transparency and compliance, requiring detailed disclosures about promoter and large shareholder transactions, including exit plans. Key provisions include:

• Enhanced Disclosure Requirements: The offer document must specify any pending regulatory proceedings or past enforcement actions under SEBI. PE exits must be planned with a view to clear all disclosure requirements. Failure to disclose such material information may result in SEBI imposing strict penalties.
• Compliance Certification: Under the amended regulations, the board and key management must certify that the issue complies with SEBI requirements, as well as the applicable provisions of the Companies Act, 2013. This certification is a critical element for obtaining SEBI approval prior to listing.
• Sequencing the Exit: Ideally, PE investors should time their exit such that any conversions or commitments are fully resolved prior to filing the draft offer document. This minimizes regulatory risk and ensures that the IPO does not include “grey areas” that could trigger additional scrutiny by SEBI.

Balancing Valuation, Liquidity, and Lock-In Constraints

The revised ICDR framework introduces stricter criteria regarding lock-in periods and liquidity provisions. PE exit planning must address the following legal and regulatory challenges:

• Valuation Considerations: The regulations require precise methodologies for determining share price and valuation ranges, which will be scrutinized by SEBI. This is especially relevant where secondary sales are involved. PE firms should obtain independent valuations that consider future cash flows as well as market comparable. Valuation figures disclosed in the offer document must align with the underlying economic reality to withstand SEBI review.
• Liquidity Provisions: SEBI’s updated rules emphasize the importance of liquidity for new IPO investors. Issuers are required to declare detailed information on the liquidity of shares post-IPO. This includes how the share structure will support secondary market trading. For PE exits, structuring the transaction to avoid periods of low liquidity is essential. Legal advisers should work with financial experts to schedule pre-IPO secondary sales or staggered share sales to support market liquidity once listed.
• Lock-In Requirements: Certain exit transactions—such as those involving pre-IPO placements—may trigger mandatory lock-in requirements. For example, if a significant part of the proceeds is allocated toward capital expenditure or if promoter exits are substantial, the regulations may mandate an extended lock-in period for the remaining shares held by PE investors. Consequently, PE funds should evaluate whether to convert or adjust their shareholding structure to remain within acceptable limits and avoid longer-term lock-in, pursuant to the thresholds specified in the amended ICDR regulations.

Structuring Shareholder Agreements and Term Sheets

Incorporating SEBI ICDR Regulations, 2018 Clauses into Deal Documents

The revised ICDR Regulations necessitate careful drafting of shareholder agreements and term sheets to ensure that contractual obligations align with regulatory requirements. Key steps include:

• Explicit Reference to SEBI Compliance: Incorporate specific provisions that require all parties to adhere to the disclosure, certification, and compliance requirements of the amended ICDR Regulations. This includes reference to mandatory due diligence, the certification clauses required in the offer document, and the need for supplementary disclosures if SEBI undertakes additional actions post-approval.
• Representation and Warranties: Draft robust representations and warranties that confirm compliance with the ICDR framework. This should include warranties regarding the accuracy of the financial and legal disclosures in the draft offer document and assurances that no pending SEBI orders or ongoing non-compliance issues exist.
• Pre-Exit Conditions: Clearly define conditions precedent in the term sheet that protect PE interests. For instance, agreements should mandate that any exit transaction may only proceed once all regulatory clearances—including those under ICDR—are obtained and verified by legal counsel. This ensures that the exit is not compromised by procedural or disclosure deficiencies.

Safeguarding PE Interests While Aligning with Regulatory Requirements

To balance regulatory compliance with protection of investor interests, PE firms should ensure their agreements include:

• Exit Lock-In and Timing Adjustments: Precisely define the lock-in clauses applicable under SEBI regulations. Structure the agreements so that any modifications required by SEBI – such as staggered exits or the conversion of share classes – do not adversely affect the overall exit strategy. Clauses should state the PE investor’s right to receive predetermined exit proceeds subject to the timing of share trading on the public market.
• Dispute Resolution and Indemnity Provisions: Since regulatory interpretations can evolve, include detailed indemnity clauses covering breaches of SEBI regulations or misrepresentations made in the prospectus. Establish a dispute resolution mechanism that is both timely and cost-effective in case a disagreement arises over compliance failures post-IPO.
• Adjustment Mechanisms: Incorporate provisions for the revaluation of share price or modification of the exit proceeds in case of significant regulatory changes or market fluctuations post-listing. This ensures that if revised interpretations of ICDR provisions affect the exit timing or price, the PE investor’s interests are safeguarded.

Conclusion

The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended in 2025, compel private equity investors to assess shareholding structures, mandated disclosures, and permissible timelines well before listing. Recent revisions introduced by SEBI require additional reporting when promoters transfer or acquire shares prior to an IPO and mandate that such transactions be disclosed to stock exchanges within strict time limits.

These updates have heightened the significance of preparing transparent offer documents, clarifying any pre-IPO placements, and ensuring all material details—such as corporate governance practices, subscription arrangements, and lock-in obligations—are disclosed. Compliance with these stricter norms helps prevent delays in receiving approvals for a public offer and improves confidence among prospective investors.

Thorough reviews of ongoing amendments under the ICDR Regulations enable private equity sponsors and portfolio companies to stay current with evolving disclosure and governance requirements. Early engagement with legal counsel ensures that critical information—such as employee stock appreciation rights, outstanding convertible debt, and any special agreements—are included in the draft and final offer documents. This careful approach minimizes regulatory scrutiny, increases transparency, and paves the way for more efficient capital-raising activities.

Exiting through the public markets under India’s updated ICDR Regulations demands attention to all procedural and disclosure mandates. Private equity sponsors should anticipate the possibility of additional pre-listing scrutiny—particularly in respect of share transfers, potential lock-in obligations, and accurate reporting of any pre-IPO share allotments.

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