SEBI LODR Third Amendment Regulations, 2026: Mandatory Listing of Subsequent Non-Convertible Debt Securities

Introduction

India’s corporate debt market is an important source of financing for businesses seeking to fund expansion, infrastructure development, acquisitions and other capital-intensive activities. Non-convertible debt securities (NCDs) enable companies to raise funds without diluting equity ownership, while providing investors with access to debt instruments through the securities markets. As companies increasingly rely on debt capital to diversify their funding sources, the regulatory framework governing the listing of debt securities assumes greater significance for corporate treasury functions, boards of directors and finance teams.

Against this backdrop, the Securities and Exchange Board of India (SEBI) notified the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2026, on 12 October 2026, with publication in the Gazette of India on 14 October 2026. The amendment modifies Regulation 62A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), which governs the listing of non-convertible debt securities. It replaces Regulation 62A(1) and omits sub-regulations (2) and (3), introducing a revised requirement for certain listed entities to list all subsequent non-convertible debt securities issued by them.

Under the amended provision, a listed entity whose non-convertible debt securities are listed on or after the publication date of the amendment must list all non-convertible debt securities issued by it after the date of such listing on the stock exchange or exchanges. The amendment therefore makes the initial listing of an entity’s non-convertible debt securities a significant consideration in determining the listing obligations applicable to its subsequent debt issuances.

The change has practical implications for companies planning to enter the listed debt market, particularly those that intend to raise funds through multiple issuances over time. Understanding the scope of the amended provision, its commencement date and its interaction with the broader securities regulatory framework is essential for issuers assessing their debt financing strategies.

1. What Does the SEBI LODR Third Amendment, 2026 Provide?

The Third Amendment Regulations, 2026, amend Regulation 62A of the LODR Regulations, which deals with the listing of non-convertible debt securities. The amendment makes three changes:

• Regulation 62A(1) is substituted with a revised provision requiring specified listed entities to list all non-convertible debt securities issued after the relevant listing date.
• Regulation 62A(2) is omitted.
• Regulation 62A(3) is omitted.

The substituted Regulation 62A(1) provides that a listed entity whose non-convertible debt securities are listed on or after the publication date of the Third Amendment Regulations, 2026, must list all non-convertible debt securities issued by it after the date of such listing on the stock exchange or exchanges.

The provision contains two important elements. First, the date on which the entity’s non-convertible debt securities are listed determines whether the revised requirement applies. Second, once the relevant listing event occurs, the obligation extends to all subsequent non-convertible debt securities issued by the entity.

The amendment does not simply prescribe a new disclosure requirement for an individual issuance. It establishes a continuing listing obligation for entities falling within the provision, making the relationship between the initial listing and subsequent issuances central to compliance.

1. Effective date of the amendment

The Third Amendment Regulations, 2026, provide that they come into force on the date of their publication in the Official Gazette. Accordingly, the operative date is the official Gazette publication date, identified as 14 October 2026.

The revised provision should therefore be assessed by reference to the publication date specified in the notification, rather than merely the date on which SEBI issued or uploaded the notification.

This distinction matters because the amended Regulation 62A(1) expressly uses the publication date of the amendment to identify the relevant category of listed entities. Companies planning an initial listing of non-convertible debt securities should document the applicable listing date and evaluate subsequent issuances against the revised provision.

Understanding the Mandatory Listing Requirement Under Regulation 62A(1)

The principal change introduced by the amendment is the requirement to list all subsequent non-convertible debt securities issued by a listed entity that falls within the revised provision. The applicability test involves examining the entity’s listing status, the nature of the securities and the relevant dates.

1. Which listed entities are covered?

The amended provision applies to a listed entity whose non-convertible debt securities are listed on or after the publication date of the Third Amendment Regulations, 2026. The requirement is therefore linked to the listing of non-convertible debt securities, rather than merely the listing of a company’s equity shares. An entity’s status as an equity-listed company, by itself, should not be treated as sufficient to determine whether the revised Regulation 62A(1) applies.

For compliance purposes, issuers should distinguish between the date on which their equity securities were listed and the date on which their non-convertible debt securities were listed. The latter is the relevant event under the amended provision.

2. What securities must be listed subsequently?

Once an entity falls within the scope of the amended Regulation 62A(1), it must list all non-convertible debt securities issued by it after the date of the relevant listing. The language of the provision is broad in relation to subsequent issuances. It does not frame the requirement as applying only to a particular number of issuances or to securities issued under a specific financing programme.

Consequently, an issuer planning multiple debt issuances should assess the listing requirement as part of its overall financing strategy rather than treating each proposed issuance as an isolated transaction. The precise application of the requirement to a particular instrument or issuance should nevertheless be assessed against the relevant definitions, the terms of the instrument and the other applicable SEBI regulations.

3. Does the amendment apply retrospectively to all existing debt securities?

The amendment should not be interpreted as automatically requiring every non-convertible debt security previously issued by every listed entity to be listed. The substituted Regulation 62A(1) identifies the relevant category of entities by reference to the date on which their non-convertible debt securities are listed. It then addresses securities issued by those entities after that listing date.

Accordingly, the amendment establishes a date-linked rule for the entities and subsequent issuances covered by its language. An issuer whose non-convertible debt securities were listed before the relevant publication date should not assume that the new provision automatically applies to it in the same manner as it applies to an entity whose relevant listing occurs on or after that date.

This does not mean that issuers outside the scope of the amended provision are exempt from all debt listing obligations. Their existing and future issuances remain subject to other applicable provisions of the LODR Regulations, the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, and relevant circulars, as applicable. A fact-specific assessment of the entity’s listing history and the regulatory framework governing the proposed issuance is therefore necessary before determining the applicable obligations.

What Has Changed From the Earlier Regulation 62A?

Before the amendment, Regulation 62A contained a framework under which the listing of non-convertible debt securities was governed by multiple sub-regulations, including provisions concerning the listing of subsequent issuances and specified circumstances in which exemptions could be available.

The Third Amendment replaces sub-regulation (1) and omits sub-regulations (2) and (3). This changes the structure of the provision and removes the former sub-regulations from the regulatory text.

The revised provision expressly requires entities whose non-convertible debt securities are listed on or after the amendment’s publication date to list all non-convertible debt securities issued after the relevant listing date. The significance of the amendment lies in the interaction between this new wording and the omission of the earlier sub-regulations. The revised provision should therefore be read as a whole, rather than by considering the substituted sub-regulation (1) in isolation from the provisions that have been omitted.

Issuers should also avoid assuming that the omission of sub-regulations (2) and (3) removes every listing-related exemption or procedural requirement available under the wider securities regulatory framework. Any such conclusion would require an examination of the relevant provisions and other applicable regulations independently of the deleted text.

For companies that regularly raise debt, the appropriate approach is to reassess the legal basis for their issuance and listing practices under the amended framework rather than continue relying on internal procedures developed under the earlier wording without review.

Implications for Corporate Debt Financing and Treasury Management

The amendment has practical implications for companies that use non-convertible debt securities as part of their financing arrangements. Its effects will depend on the entity’s listing history, proposed financing structure and the frequency and nature of its future issuances.

1. Debt issuance planning

Companies that intend to list non-convertible debt securities on or after the relevant publication date should consider the subsequent listing requirement when planning their debt programmes. For example, a company that lists its non-convertible debt securities after the amendment becomes applicable and subsequently issues additional non-convertible debt securities must assess those later issuances against the mandatory listing requirement under Regulation 62A(1).

This consideration may influence the sequencing of financing transactions, the documentation prepared for future issuances and the coordination required between the company, its legal advisers, merchant bankers, debenture trustees and other relevant participants.

The objective should be to identify the applicable listing obligations before the issuance structure is finalised, rather than addressing them only after the company has committed to a particular financing arrangement.

2. Cost and administrative planning

Listing debt securities involves procedural, documentation and continuing compliance considerations. Depending on the instrument and applicable regulatory framework, these may include preparation of issue documentation, coordination with stock exchanges and intermediaries, satisfaction of listing conditions, and ongoing reporting or disclosure requirements. Where an issuer must list subsequent non-convertible debt securities under the amended provision, the associated processes should be incorporated into its financing plans.

Treasury and finance teams should therefore coordinate with legal and compliance personnel when preparing issuance budgets and timelines. The potential administrative implications should be evaluated alongside the commercial benefits of accessing the listed debt market.

The amendment does not, by itself, determine the precise costs or procedures applicable to every issuance. These will depend on the relevant instrument, the applicable SEBI regulations and circulars, and the requirements of the stock exchange or exchanges concerned.

3. Funding flexibility and financing strategy

The revised requirement may affect how companies evaluate different debt financing routes. Issuers should consider the regulatory obligations associated with listed non-convertible debt securities when comparing potential financing structures.

The analysis should include the applicable listing requirements, disclosure obligations, transaction timelines and continuing compliance responsibilities. Companies should also assess whether the proposed instrument falls within the relevant regulatory definitions and whether any separate regulatory requirements apply.

The amendment should not be understood as prohibiting other lawful forms of financing. Rather, it makes the listing consequences of issuing non-convertible debt securities an important consideration for entities covered by the revised provision. Any decision to adopt an alternative financing structure should be based on its legal and commercial characteristics, not on an assumption that a particular instrument or arrangement automatically falls outside all applicable securities regulations.

Interaction With the SEBI Issue and Listing of Non-Convertible Securities Regulations, 2021

The LODR Regulations govern listing obligations and disclosure requirements applicable to listed entities. The SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations), separately regulate the issue and listing framework for non-convertible securities within their scope.

These regulatory frameworks operate alongside one another. The amendment to Regulation 62A addresses the listing obligation of specified entities in relation to subsequent non-convertible debt securities. It should not be read as replacing the wider requirements governing the issue and listing of such securities.

An issuer proposing to raise funds through non-convertible debt securities must therefore examine both the applicability of the revised Regulation 62A and the requirements governing the proposed issuance under the NCS Regulations and relevant SEBI circulars.

Depending on the transaction, the applicable requirements may relate to eligibility, issue documentation, disclosures, appointment of intermediaries, stock exchange procedures and continuing obligations. The precise requirements will depend on the nature of the securities and the transaction structure.

A company should not assume that compliance with the mandatory listing requirement under Regulation 62A, by itself, satisfies every requirement applicable to the issuance. Equally, satisfying the procedural requirements for an individual issuance does not remove a listing obligation that applies under the amended LODR Regulations. A coordinated compliance assessment is therefore necessary at the planning stage and should be repeated whenever the proposed transaction or relevant regulatory position changes.

Compliance Considerations for Companies Issuing Non-Convertible Debt Securities

Companies planning to access the debt capital markets should review their issuance procedures in light of the amended Regulation 62A. The following measures may assist in identifying and managing the relevant obligations.

1. Review the entity’s listing history

The company should establish whether its non-convertible debt securities were listed before or on or after the publication date of the amendment. The relevant dates should be supported by appropriate records, including stock exchange listing approvals and related documentation.

This assessment is fundamental because the amended provision uses the date of listing as the basis for determining its applicability to the relevant entity.

2. Map proposed and subsequent issuances

Companies should prepare an inventory of planned non-convertible debt issuances and identify which transactions may fall within the revised requirement.

Where an entity is covered by Regulation 62A(1), the listing requirement should be considered for every subsequent issuance within the provision’s scope. The analysis should be documented and integrated into the company’s debt issuance calendar.

3. Review internal approval and documentation processes

The company should ensure that its internal procedures reflect the amended provision. Relevant teams should understand when a proposed issuance requires listing and which personnel are responsible for coordinating the necessary steps.

Issuance documentation and internal approval processes should be reviewed to ensure that the regulatory requirements are considered before the transaction is finalised.

4. Coordinate with advisers and market intermediaries

Legal advisers, merchant bankers, debenture trustees, stock exchanges and other relevant participants may have roles in the issuance and listing process, depending on the transaction.

Early coordination can help identify applicable requirements, establish realistic transaction timelines and reduce the risk of procedural issues arising during the issuance.

5. Maintain a record of the applicability assessment

Issuers should preserve the reasoning and supporting documents used to determine whether the amended Regulation 62A applies to a particular entity or issuance. A documented assessment may be particularly useful where a company has a long history of debt issuances, has listed different classes of securities at different times, or operates through a group structure involving multiple issuing entities.

The assessment should distinguish between the requirements imposed by Regulation 62A and any separate obligations arising under other applicable securities regulations.

6. Monitor subsequent regulatory developments

SEBI may issue circulars, clarifications or further amendments affecting the regulation of non-convertible debt securities. Companies should monitor relevant developments and update their internal procedures where necessary. This is particularly important where the applicability of a requirement depends on the characteristics of a specific instrument or transaction.

These compliance measures are intended to support an organised review of the regulatory framework. They do not replace a transaction-specific assessment of the applicable law.

Conclusion

The SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2026, introduce an important change to the regulatory framework governing the listing of non-convertible debt securities. By substituting Regulation 62A(1) and omitting sub-regulations (2) and (3), the amendment establishes a requirement for specified listed entities to list all non-convertible debt securities issued after the relevant listing date.

The date on which an entity’s non-convertible debt securities are listed is therefore central to determining the applicability of the revised provision. Companies planning to enter the listed debt market should evaluate this requirement alongside the wider regulatory framework governing the issue and listing of non-convertible securities.

For corporate treasury teams, boards and legal and compliance functions, the immediate priority is to review listing history, planned debt issuances and internal procedures against the amended provision. A structured assessment can help issuers identify the applicable obligations at an early stage and incorporate them into their financing decisions.

Key Questions Companies Should Consider

Does the amendment apply to every listed company?

No. The revised Regulation 62A(1) concerns listed entities whose non-convertible debt securities are listed on or after the publication date of the amendment. A company’s equity listing alone does not establish that the provision applies.

Must every subsequent non-convertible debt issuance be listed?

For an entity falling within the amended provision, all non-convertible debt securities issued after the relevant listing date must be listed on the stock exchange or exchanges, subject to the scope of the provision and the applicable regulatory framework.

Does the amendment automatically require the listing of all historical debt securities?

No. The amended provision is framed around the relevant listing event and subsequent issuances. It should not be interpreted as a blanket requirement to list every historical debt security issued by every company.

Does compliance with Regulation 62A satisfy all debt issuance requirements?

No. Issuers must separately assess the requirements under the NCS Regulations and other applicable SEBI regulations and circulars.

What should a company do before its next debt issuance?

It should establish whether the amended provision applies, identify the securities covered, review the listing and issuance requirements, coordinate with relevant advisers and intermediaries, and document the compliance assessment before proceeding.

Last Updated on 21 October, 2026