Summary: The Securities and Exchange Board of India (SEBI), in its Board Memorandum titled “Review of provisions related to mandatory listing of outstanding unlisted debt securities under Regulation 62A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015”, proposes to ease the listing obligations for issuers entering the listed non-convertible debt securities (NCD) market for the first time. Under the existing framework introduced in September 2023 and effective from 1 January 2024, an entity undertaking its first debt listing must also list certain outstanding unlisted NCDs issued on or after 1 January 2024 within three months. SEBI observes that this retrospective requirement can impose significant costs and operational difficulties involving ISIN limits, covenant monitoring and legacy debt arrangements. The memorandum records that listed debt issuance as a share of total debt issuance declined from 80.81% as at 30 September 2023 to 76.55% as at 30 June 2026. SEBI therefore proposes a prospective approach: qualifying first-time issuers would not be compelled to list earlier outstanding unlisted NCDs, but would be required to list subsequent NCD issuances after their first listing. The proposal received 21 responses, including 19 expressing full or partial agreement, and was supported by the Corporate Bonds & Securitization Advisory Committee. SEBI rejected requests for retrospective transitional relief, scale- or rating-based exemptions and permission to issue unlisted debt after entering the listed debt market. The Board is requested to approve the amendment and authorize consequential action. Annexure C states that the amendment will be notified after due process; accordingly, this memorandum itself does not establish that the proposed regulatory change has entered into force.
Securities and Exchange Board of India
Review of provisions related to mandatory listing of outstanding unlisted debt securities under Regulation 62A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
1. Objective
1.1. This Board Memorandum proposes an amendment to Regulation 62A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) to eliminate the requirement for mandatory retrospective listing of all outstanding unlisted non-convertible debt securities (“NCDs”) by an issuer who proposes to list its NCDs for the first time. Therefore, the proposal intends to encourage listing of debt securities by new issuers.
2. Background
2.1. The requirement to list all outstanding unlisted non-convertible debt securities of a listed entity was introduced in September 2023 and was made effective from January 01, 2024. This provision has created a consequence where an unlisted company which wants to get listed today, is required to get all its earlier outstanding debt issuances made post January 01, 2024 to also be listed. While grandfathering was provided for listed issuers at that point in time, there was no grandfathering for new issuers who may list their debt issuances in the distant future. Based on the feedback received from market participants, it is gathered that this has resulted in discouraging new issuers from listing debt since the same entails significant cost for already subscribed issues and also causes various operational challenges in terms of ISIN limits, covenant monitoring system, etc.
2.2. Based on the analysis of quarterly data on issuance of unlisted vis-à-vis listed debt securities, it is observed that the amount of listed debt issuance as a percentage of the total debt issuance (i.e. listed and unlisted) has declined from 80.81% (as on September 30, 2023 – when the requirement under Regulation 62A was introduced) to 76.55% (as on June 30, 2026). From the data it appears that one of the possible reasons for reduction in listing could be the mandatory requirement to get all outstanding debt issues listed.
2.3. Therefore, to encourage listing of debt securities, the said requirement to list all outstanding unlisted non-convertible debt securities by issuers may be removed and it may be left to the discretion of the issuer to list prior issues. However, requirement for listing of all subsequent debt securities issuances, post first time listing of debt securities, may continue to apply.
3. Public consultation
3.1. SEBI issued a consultation paper paper titled “Review of provisions related to ISIN for Debt Securities” on August 10, 2026. The last date for receiving public comments was August 31, 2026. A copy of the consultation paper is enclosed as Annexure A.
3.2. The Consultation Paper, inter alia, sought public comments on the following proposed amendment to Regulation 62A of the LODR Regulations (additions in bold, deletions in strikethrough):
“(1) A listed entity, whose non-convertible debt securities are listed on or after the date of the publication of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (…Amendment) Regulations, 2026 in the Official Gazette, shall list all subsequent non-convertible debt securities, proposed to be issued on or after January 1, 2024, on the stock exchange(s).
Nothing provided under this regulation shall apply to the requirement of listing of non-convertible debt securities arising out of Regulation 62A, as applicable before the publication of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (…Amendment) Regulations, 2026.
(2) A listed entity, whose subsequent issues of unlisted non convertible debt securities made on or before December 31, 2023 are outstanding on the said date, may list such securities, on the stock exchange(s).
(3) A listed entity that proposes to list the non convertible debt securities on the stock exchange(s) on or after January 1, 2024, shall list all outstanding unlisted non convertible debt securities previously issued on or after January 1, 2024, on the stock exchange(s) within three months from the date of the listing of the non convertible debt securities proposed to be listed.
…”
3.3. A total of 21 entities responded to the proposal contained in consultation paper with their views/ inputs/ suggestions. The respondents include Stock Exchange, Depository, listed entities, merchant bankers, law firms and stock brokers. A summary of the public comments received is as under:
| Strongly Agree | Agree | Partially Agree | Disagree | Strongly Disagree | Total |
|---|---|---|---|---|---|
| 4 | 10 | 5 | 1 | 1 | 21 |
3.4. While a majority of the respondents have agreed with the proposal, some respondents have made additional suggestions related to the proposal. The detailed comments received, along with SEBI’s views on the same, are placed at Annexure B. The analysis of public comments is summarised below:
| S. No. | Suggestions/ Views received | SEBI comments |
|---|---|---|
| 1. | Mandating listing of all subsequent
NCD issuances post first time listing of NCDs may inadvertently discourage debt raising companies to raise debt from the debt capital market. |
The instant proposal relaxes
the requirement of listing all outstanding unlisted NCDs by an issuer listing its NCDs for the first-time. The comment seeks to remove the requirement to list all future NCDs by a first-time listed NCD issuer. Allowing a company to also issue unlisted debt securities while maintaining a “listed” status would result in a fragmented, opaque parallel market that compromises investor protection. Hence, no change to the proposal is warranted.
|
| 2. | The proposal would permanently
restrict a company’s ability to issue unlisted NCDs once it has undertaken a listed debt issuance. Such a restriction would continue to apply even after all outstanding listed NCDs have matured and been redeemed, despite there being no listed debt outstanding. This would unnecessarily curtail a company’s flexibility to raise funds through private placements of unlisted NCDs. |
First-time debt listing is a
structural transition, not a temporary financing tool. When an entity lists debt, it establishes infrastructure for corporate governance, debenture trustee monitoring and financial disclosures under the LODR Regulations. Maintaining this high standard of disclosure is essential for investor protection, regardless of whether a specific listed instrument is live at any given moment. The absence of said listing requirement would incentivize tactical compliance, wherein an entity may revert to issuing unlisted debt without restrictions as soon as its last listed bond matures. This is prone to market misconduct since companies may intentionally clear their listed debt books for a brief window to issue massive amounts of opaque, unlisted debt away from public scrutiny, defeating the intended objective of continuous transparency. Therefore, the proposal may be retained. |
| 3. | Request for transitional grandfathering with an effective cut-off (e.g., April 1, 2026), to relieve issuers who listed shortly before the amendment from their ongoing 3-month retrospective listing window. | Any specific historical cut-off date would be arbitrary and create a new class of disadvantaged issuers. Further, it would result inissuers that already spentsignificant capital and operational effort to comply with the extant regulations being unfairly penalized compared to those that delayed their compliance.
Therefore, it is felt appropriate to implement the relaxation on a prospective basis. |
| 4. | Introduce a scale-based or rating-based exemption framework rather than a blanket relief. The requirement for listing of all outstanding NCDs should remain mandatory for large, highly-rated entities to maintain institutional transparency, while exempting only smaller or lower-rated entities (e.g., BBB+ or lower). | Segregating issuers into scale/ rating-based compliance buckets would undermine the intent of introducing overall transparency and market consolidation. It would also create an uneven playing field where large entities face higher compliance barriers to tap listed debt markets, which may also drive them toward alternative financing avenues.
A uniform, prospective framework shall provide regulatory certainty for all issuers, encouraging broad participation across the entire credit spectrum. |
4. Proposal for the consideration and approval of the Board
4.1. It is proposed to amend Regulation 62A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as provided below:
| Extant Regulation 62A | Proposed Regulation 62A
(additions in bold, deletions in strikethrough) |
|---|---|
| Listing of subsequent issuances of non-convertible debt securities | Listing of subsequent issuances of non-convertible debt securities |
| (1) A listed entity, whose nonconvertible debt securities are listed shall list all non-convertible debt securities, proposed to be issued on or after January 1, 2024, on the stock exchange(s).
(2) A listed entity, whose subsequent issues of unlisted non-convertible debt securities made on or before December 31, 2023 are outstanding on the said date, may list such securities, on the stock exchange(s). (3) A listed entity that proposes to list the non-convertible debt securities on the stock exchange(s) on or after January 1, 2024, shall list all outstanding unlisted non-convertible debt securities previously issued on or after January 1, 2024, on the stock exchange(s) within three months from the date of the listing of the nonconvertible debt securities proposed to be listed. … … …
|
(1) A listed entity, whose nonconvertible debt securities are listed on or after the date of the publication of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2026, shall list all those non-convertible debt securities issued by it after the date of such listing, proposed to be issued on or after January 1, 2024, on the stock exchange(s).
(2) A listed entity, whose subsequent issues of unlisted non-convertible debt securities made on or before December 31, 2023 are outstanding on the said date, may list such securities, on the stock exchange(s). (3) A listed entity that proposes to list the non-convertible debt securities on the stock exchange(s) on or after January 1, 2024, shall list all outstanding unlisted non-convertible debt securities previously issued on or after January 1, 2024, on the stock exchange(s) within three months from the date of the listing of the nonconvertible debt securities proposed to be listed. … … … |
5. Comments of the Corporate Bonds & Securitization Advisory Committee (CoBoSAC):
The above proposals were placed before the members of CoBoSAC for deliberation during the meeting held on July 24, 2026. Members of CoBoSAC agreed with the proposals.
6. Proposal to the Board:
6. 1. The Board is requested to:
6.1.1. consider and approve the proposals as detailed in para 4 above and the consequent draft amendment notification enclosed as Annexure C;
6.1.2. authorize the Chairman to make consequential and incidental changes and take necessary steps to give effect to the decisions of the Board.
Enclosed:
1. Annexure A – Consultation paper dated August 10, 2026
2. Annexure B – Summary of public comments and views of SEBI thereon
3. Annexure C – Draft Amendment Notification
