The Securities and Exchange Board of India has issued an updated Master Circular under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, consolidating all applicable circulars to provide a single, comprehensive compliance reference. Originally issued on June 21, 2023 and earlier updated on November 11, 2024, the Master Circular has now been revised to include all relevant circulars issued up to December 31, 2025, with necessary changes to reflect provisions currently in force. With this update, the circulars listed in the Appendix stand rescinded to the extent they relate to the ICDR Regulations. However, actions already taken, applications pending, rights, obligations, liabilities, penalties, and ongoing proceedings under the rescinded circulars remain unaffected and are deemed to continue under the corresponding provisions of the Master Circular. Issued under Section 11(1) of the SEBI Act, 1992, the circular aims to protect investor interests and streamline regulatory compliance.
Securities and Exchange Board of India
MASTER CIRCULAR
HO/49/14/14(2)2026-CFD-POD2/I/4518/2026| Dated: February 09, 2026
To
Registered Merchant Bankers
Recognized Stock Exchanges
Depositories and Registered Depository Participants
Registered Registrars to an Issue and Share Transfer agents
Registered Stock Brokers
Registered Credit Rating Agencies
Bankers to an Issue (Self-Certified Syndicate Banks)
Sponsor Banks
National Payments Corporation of India
All Listed Entities/ To be listed Entities
Dear Sir / Madam,
Subject: Master Circular for SEBI (Issue of Capital and Disclosure Requirements Regulations) 2018
1. The Securities and Exchange Board of India (“SEBI” or “the Board”) has been, from time to time, issuing various circulars/directions under the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (hereinafter referred to as “ICDR Regulations”) (link).
2. In order to enable the users to have access to the provisions of the applicable circulars at one place, a Master Circular for compliance with the provisions of the ICDR Regulations was issued on June 21, 2023. Further, the Master Circular dated June 21, 2023 was updated and issued on November 11, 2024 by consolidating relevant circulars issued till September 30, 2024.
3. The Master Circular dated November 11, 2024 is updated to include all relevant circulars that were issued till December 31, 2025 and changes, wherever considered relevant, are carried out to reflect the provisions which are currently in force.
4. With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to ICDR Regulations.
5. Notwithstanding such rescission, –
(a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;
(b) any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; and
(c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded.
6. This Master Circular is issued in exercise of the powers conferred under sections 11(1) of the Securities and Exchange Board of India Act, 1992 Securities and Exchange Board of India Act, 1992 (link), to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.
7. This Master Circular is available on SEBI website at www.sebi.gov.in in the path “Home>Legal>Master Circulars”.
Yours faithfully,
Raj Kumar Das
Deputy General Manager
Division of Policy and Development
Corporation Finance Department
Phone + 91- 022-26449253
Email: rajkd@sebi.gov.in
