A Company Secretary who opens the ICDR Regulations looking for the rights issue subscription window will no longer find one. The SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, effective 08 April 2025, replaced the fixed periods in Regulations 85 and 87 with "such period as may be specified by the Board from time to time."
That is the single most consequential change for anyone building a rights issue calendar, and it is easy to miss, because the regulation numbers did not change — only their contents did.
What the 2025 amendment removed
- Regulation 87 — period of subscription. Previously the issue had to be kept open "a minimum period of seven days and for a maximum period of thirty days." That range is gone, replaced by a Board-specified period.
- Regulation 85 — opening of the issue. Previously the issue had to open "within twelve months from the date of issuance of the observations by the Board under regulation 71," and for a fast track issue, within twelve months from the record date. That too is now a Board-specified period.
The practical consequence: the subscription window and the outer limit for opening a rights issue can no longer be read off the regulations. They have to be taken from the Board's current specification, and a calendar built from an older copy of ICDR will be wrong.
What still carries a hard number in the regulations
These are unchanged by the 2025 amendment and remain in the text.
- Minimum subscription — 90 per cent. Regulation 86(1) requires minimum subscription of at least ninety per cent of the offer through the offer document. An exemption applies where the object of the issue is not financing capital expenditure for a project and the promoters undertake to subscribe fully to their entitlement without renouncing it, except within the promoter group or to specific investors disclosed by the issuer.
- Refund on failure — four days. Where minimum subscription is not received, Regulation 86(2) requires all application monies to be refunded forthwith, and "not later than four days from the closure of the issue." This was tightened from fifteen days with effect from 14 January 2022.
- Interest on delayed unblocking — 15 per cent per annum. Where application money is not unblocked within the stipulated period, the issuer must pay interest at fifteen per cent per annum, within the time disclosed in the letter of offer.
- Initial post-issue report — three working days of closure of the issue, in the form specified in Part B of Schedule XVII (Regulation 96).
- Final post-issue report — fifteen days of the date of finalisation of the basis of allotment, or fifteen days of refund of money where the issue fails (Regulation 96).
- Post-issue advertisement — ten days. Regulation 92(1) requires an advertisement covering subscription, basis of allotment, application and allottee counts, despatch of refunds or instructions to SCSBs by the Registrar, despatch of certificates or credit of securities, and the date of filing the listing application — released within ten days from completion of those activities, in at least one English national daily with wide circulation.
- Specified transactions — twenty-four hours. Transactions in the issuer's securities by the promoter group between the filing of the draft letter of offer or letter of offer and the closure of the issue must be reported to the stock exchanges within twenty-four hours, as must any proposed pre-issue placement disclosed in the draft letter of offer.
The record date is a one-way door
Regulation 68(1) requires the issuer to announce a record date to determine eligible shareholders, for the period specified in the LODR Regulations.
Regulation 68(2) is the provision worth flagging to a board. An issuer may not withdraw a rights issue after announcing the record date. If it does, it becomes ineligible to apply for listing of any of its specified securities on any stock exchange for twelve months from that record date. The only carve-out is for equity shares allotted on conversion or exchange of convertible securities, ESOPs, or exercise of warrants issued before the record date was announced.
A record date announced before the issue is genuinely ready is therefore not a scheduling decision. It is a commitment.
Where the registrar sits in this
Several of the hard-numbered obligations above are executed by the registrar rather than the company: the refund or unblocking that has to complete within four days of closure on a failed issue, the instructions to self-certified syndicate banks that the post-issue advertisement has to report, the basis of allotment that starts the fifteen-day clock on the final post-issue report, and the entitlement calculation that determines who could apply at all.
The company carries the compliance record. The registrar determines whether the dates are met.
RCMC acts as registrar to rights issues and publishes a rights entitlement lookup so shareholders can check their allotment for an open issue directly. Our rights issue service sets out what we handle at each stage.
Source: SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended up to 21 March 2026 — Regulations 60, 68, 85, 86, 87, 92 and 96, and the amendment notes recording the SEBI (ICDR) (Amendment) Regulations, 2025 with effect from 08 April 2025. Verified against the consolidated regulations on 03 September 2026. The Board-specified subscription and opening periods referred to in Regulations 85 and 87 are set out separately by SEBI and are not reproduced here. If you believe anything here is inaccurate, write to [email protected] and we will correct it.