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SEBI Eases NCD Listing Rules under Regulation 62A
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Securities and Exchange Board of Indiacorporatecapital_marketsregulatory

SEBI Eases NCD Listing Rules under Regulation 62A

October 11, 2026

SEBI proposes relief from retrospective listing under Reg 62A for first-time issuers while maintaining mandatory requirements for subsequent issues.

Relief for First-Time NCD Issuers

SEBI has proposed amendments to ease compliance under Regulation 62A of the SEBI (Issue of Debt Securities) Regulations, 2008. Under the proposed framework, first-time issuers of non-convertible debentures (NCDs) will be exempted from retrospective listing obligations, provided subsequent issuances are listed on recognised exchanges.

The move aims to encourage unlisted companies to access bond markets without disproportionate compliance burden. However, the exemption does not extend to follow-on issuances, which must comply with mandatory listing requirements to ensure secondary market liquidity and price transparency.

Practitioners drafting debt issuance documents should anticipate conditional exemptions and ensure compliance roadmaps account for both first-time and future issuances. The proposal reflects SEBI’s balance between market access and investor safeguards.

Citations

  • SEBI Discussion Paper on NCD Listing, 2026
Practice Areas:corporatecapital_marketsregulatory

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