The Securities and Exchange Board of India notified the Issue and Listing of Non-Convertible Securities (Amendment) Regulations, 2026, effective from the date of publication in the Official Gazette, to introduce targeted incentives and clarify investor categorisation in the debt market. A new definition of “retail individual investor” has been inserted, limiting such status to individuals applying or bidding for debt securities up to ₹2 lakh. Further, a proviso has been added to Regulation 31 allowing issuers to offer incentives—such as additional interest or a discount on issue price—to specified categories including senior citizens, women, serving and retired defence personnel, widows and widowers of defence personnel, retail individual investors, and other categories as notified. Crucially, the regulation clarifies that these incentives are restricted to the initial allottee and will not apply if the securities are subsequently transferred or transmitted. The amendment aims to encourage wider retail participation in non-convertible securities while ensuring transparency and preventing misuse of incentive benefits in secondary market transactions.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 20th January, 2026
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) (AMENDMENT) REGULATIONS, 2026
No. SEBI/LAD-NRO/GN/2026/296.—In exercise of the powers conferred under sub-section (1) of section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, namely: –
1. These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2026.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of (Issue and Listing of Non-Convertible Securities) Regulations, 2021,-
(1) in regulation 2, sub-regulation (1), after the clause (gg) and before the clause (hh), the following clause shall be inserted, namely, –
“(gga) “retail individual investor” means an individual investor who applies or bids for debt securities for a value of not more than two lakhs rupees;”
(2) in regulation 31, the following proviso shall be inserted, namely, –
“Provided that nothing contained in this regulation shall preclude the issuer from offering an incentive in the form of additional interest or a discount to the issue price to senior citizens, women, serving and retired defence personnel, widows and widowers of defence personnel, retail individual investors or any other category of investors as may be specified by the Board from time to time:
Provided further that such incentive shall be available only to the initial allottee but not in case the debt securities are transferred/ transmitted post allotment.”
BABITHA RAYUDU, EX. Director
[ADVT.-III/4/Exty./627/2025-26]
Footnotes:
1. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 were published in the Gazette of India on August 9, 2021 vide No. SEBI/LAD-NRO/GN/2021/39.
2. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, were subsequently amended on:
(i) April 11, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2022 vide notification no. SEBI/LAD-NRO/GN/2022/77.
(ii) November 9, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second) (Amendment) Regulations, 2022 vide notification no. SEBI/LAD-NRO/GN/2022/102.
(iii) February 2, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/119.
(iv) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/121.
(v) July 4, 2023 by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD–NRO/GN/2023/137..
(vi) July 6, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/135.
(vii) August 18, 2023 by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/146.
(viii) July 10, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024 vide notification no. SEBI/LAD-NRO/GN/2024/190.
(ix) September 18, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2024 vide notification no. SEBI/LAD-NRO/GN/2024/205.
(x) December 11, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Third Amendment) Regulations, 2024 vide notification no. SEBI/LAD-NRO/GN/2024/217.
(xi) October 28, 2025 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2025 vide notification no. SEBI/LAD-NRO/GN/2025/268.
