SEBI Updates ICDR Master Circular for Capital Issues

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  • Last Updated on 11 February, 2026

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SEBI ICDR Master Circular

Master Circular No. HO/49/14/14(2)2026-CFD-POD2/I/4518/2026, Dated: 09.02.2026

The Securities and Exchange Board of India (SEBI) has issued an updated Master Circular under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations).

The Master Circular consolidates all applicable circulars and operational instructions issued under the ICDR framework and incorporates amendments up to 31 December 2025.

1. Objective of the Master Circular

The updated Master Circular is intended to:

  • Provide a single, consolidated reference document
  • Enhance regulatory clarity and ease of compliance
  • Ensure uniform interpretation of operational requirements across market participants

By bringing dispersed instructions together, SEBI aims to simplify compliance and reduce interpretational ambiguity.

2. Scope and Coverage

The Master Circular consolidates operational instructions relating to, inter alia:

2.1 Public and Rights Issues

  • Procedures and operational requirements for public issues and rights issues
  • Issue processes, documentation, and compliance obligations

2.2 Disclosures and Offer Documentation

  • Disclosure requirements in offer documents
  • Ongoing and event-based disclosures to protect investor interests

2.3 ASBA Framework

  • Operational guidelines under the Application Supported by Blocked Amount (ASBA) mechanism
  • Roles and responsibilities of intermediaries in the ASBA process

2.4 Timelines and Issue Processes

  • Prescribed timelines for various stages of capital issuance
  • Process flows and coordination among issuers, intermediaries, and stock exchanges

2.5 Investor Protection Measures

  • Safeguards to ensure transparency and fairness
  • Mechanisms to strengthen investor confidence in the capital-raising process

3. Rescission of Earlier Circulars

SEBI has clarified that:

  • Earlier circulars covered under the scope of the updated Master Circular stand rescinded to that extent
  • The rescission is limited only to matters subsumed within the updated framework

This ensures regulatory continuity while avoiding duplication and overlap.

4. Regulatory Significance

The updated Master Circular:

  • Acts as a comprehensive operational guide under the ICDR Regulations
  • Supports consistent implementation of capital issuance norms
  • Strengthens investor protection through harmonised procedures

5. Key Takeaway

SEBI’s updated ICDR Master Circular streamlines the regulatory framework by consolidating all operational instructions relating to capital issuance and disclosures into a single document, thereby improving clarity, compliance efficiency, and investor protection.

Click Here To Read The Full Circular

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Author: Taxmann

Taxmann Publications has a dedicated in-house Research & Editorial Team. This team consists of a team of Chartered Accountants, Company Secretaries, and Lawyers. This team works under the guidance and supervision of editor-in-chief Mr Rakesh Bhargava.

The Research and Editorial Team is responsible for developing reliable and accurate content for the readers. The team follows the six-sigma approach to achieve the benchmark of zero error in its publications and research platforms. The team ensures that the following publication guidelines are thoroughly followed while developing the content:

  • The statutory material is obtained only from the authorized and reliable sources
  • All the latest developments in the judicial and legislative fields are covered
  • Prepare the analytical write-ups on current, controversial, and important issues to help the readers to understand the concept and its implications
  • Every content published by Taxmann is complete, accurate and lucid
  • All evidence-based statements are supported with proper reference to Section, Circular No., Notification No. or citations
  • The golden rules of grammar, style and consistency are thoroughly followed
  • Font and size that's easy to read and remain consistent across all imprint and digital publications are applied