Regulation 62A of SEBI LODR Amended: Relief for First-Time NCD Issuers
October 21, 2026 · Other News Alerts / Articles
Regulation 62A of SEBI LODR amended in October 2026: first-time NCD issuers need not list old unlisted NCDs, but all later issues must be listed.
Regulation 62A of SEBI LODR has been amended. Under the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2026, a company listing its non-convertible debt securities (NCDs) for the first time no longer has to list its outstanding unlisted NCDs. It must still list every NCD it issues after that first listing.
The amendment was notified as No. SEBI/LAD-DOP/2026/329 dated October 12, 2026. It came into force on the date of its publication in the Official Gazette. The Gazette issue carries the date October 14, 2026, but it was published on the e-Gazette on October 15, 2026, and SEBI has previously treated the e-Gazette upload date as the date from which amendments to the LODR Regulations apply. It affects companies (including those with listed equity), NBFCs and other issuers planning a first debt listing, and companies that have already listed NCDs.
What has changed in Regulation 62A of SEBI LODR
Regulation 62A, titled "Listing of subsequent issuances of non-convertible debt securities", was inserted by the SEBI (LODR) (Fourth Amendment) Regulations, 2023 with effect from September 20, 2023. The Third Amendment of 2026 substitutes sub-regulation (1) and omits sub-regulations (2) and (3).
Earlier sub-regulations (1) to (3)
Before the amendment, sub-regulation (1) required a listed entity whose NCDs were listed to list all NCDs proposed to be issued on or after January 1, 2024. Sub-regulation (2) allowed, but did not require, listing of unlisted issues made on or before December 31, 2023.
Sub-regulation (3) was the provision that caused difficulty. An entity proposing to list NCDs on or after January 1, 2024 had to list all its outstanding unlisted NCDs issued on or after January 1, 2024, within three months from the date of the new listing.
New Regulation 62A(1) under the LODR Third Amendment 2026
The substituted sub-regulation (1) reads: "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) (Third Amendment) Regulations, 2026, shall list all those non-convertible debt securities issued by it after the date of such listing, on the stock exchange(s)". The words "issued by it after the date of such listing" link the obligation to the issuer's own listing date.
The reference to January 1, 2024 is gone, and so is the three-month retrospective listing requirement in sub-regulation (3). Sub-regulation (2), on optional listing of pre-2024 issues, has also been omitted.
What stays the same
Sub-regulations (4) to (6) were not amended. Sub-regulation (4) states that no listed entity is required to list bonds issued under section 54EC of the Income-tax Act, 1961, NCDs issued under an agreement with multilateral institutions, and NCDs issued under a court or Tribunal order or a regulatory requirement of SEBI, RBI, IRDAI or PFRDA.
The corresponding provision to section 54EC in the Income-tax Act, 2025 is section 85, which deals with capital gains invested in long-term specified asset bonds. The text of Regulation 62A(4) still refers to section 54EC of the 1961 Act, as of October 21, 2026. Securities under clauses (ii) and (iii) must be locked in and held till maturity by investors and remain unencumbered. A listed entity proposing to issue any securities covered by sub-regulation (4) must disclose their key terms to the stock exchanges where its NCDs are listed.
Why SEBI amended the mandatory listing of NCDs
SEBI issued a consultation paper on August 10, 2026, and the SEBI Board approved the change at its meeting on September 24, 2026. SEBI's Press Release No. 59/2026 (para 9.2) notes that listing already subscribed issues adds cost and operational challenges, such as ISIN limits and covenant monitoring, while the information disclosed is common.
The Board memorandum records that listed debt issuance as a percentage of total (listed and unlisted) debt issuance fell from 80.81% as on September 30, 2023, when Regulation 62A was introduced, to 76.55% as on June 30, 2026. SEBI saw the retrospective listing requirement as one possible reason, since it discouraged new issuers from listing debt.
Key dates and changes
Category
Earlier position
Revised position
Effective from
Entity listing NCDs for the first time
Must list all outstanding unlisted NCDs issued on or after January 1, 2024, within three months of the new listing (Regulation 62A(3))
No requirement to list earlier unlisted NCDs; Regulation 62A(3) omitted
On Gazette publication (published October 15, 2026; issue dated October 14, 2026)
NCDs issued after the first listing
All NCDs proposed to be issued on or after January 1, 2024 to be listed (Regulation 62A(1))
All NCDs issued after the date of listing to be listed, where the listing is on or after the publication date
On Gazette publication (published October 15, 2026; issue dated October 14, 2026)
Unlisted NCDs issued on or before December 31, 2023
Optional listing (Regulation 62A(2))
Regulation 62A(2) omitted
On Gazette publication (published October 15, 2026; issue dated October 14, 2026)
Exempt securities (section 54EC bonds, multilateral and regulatory issues)
Not required to be listed (Regulation 62A(4))
No change
September 20, 2023
Practical impact
For companies planning a first NCD listing
A company, including one with listed equity, that lists NCDs for the first time on or after the date of publication can leave its earlier privately placed NCDs unlisted. SEBI's memorandum describes listing of prior issues as a matter left to the issuer's discretion. The cost of bringing older series onto the exchange, including ISIN and covenant monitoring work, falls away.
The trade-off is an ongoing obligation. After the first listing, every later NCD issue must be listed, unless it falls within the exemptions in Regulation 62A(4). In its memorandum, SEBI declined a suggestion to lift this once all listed NCDs have matured, noting that this would encourage tactical compliance, with an entity reverting to unlisted debt as soon as its last listed bond matures.
For companies that listed NCDs before the amendment
SEBI chose to apply the relaxation prospectively. It rejected requests for an earlier cut-off such as April 1, 2026, and for extending the benefit to issuers who listed before the amendment, partly because some issuers had already spent effort complying.
Issuers whose first debt listing took place shortly before the amendment came into force, and whose three-month window under the old Regulation 62A(3) was still running, are in an unclear position, since the omission has no savings clause but SEBI intended the relaxation to be prospective only. They should seek clarification from the stock exchange and take advice before deciding not to list older series. Issuers with NCDs already listed before the amendment should continue to list all new NCD issues. SEBI's consultation paper stated that such entities remain bound by the earlier requirement, although the notified text does not say so expressly.
For investors and debenture trustees
Holders of unlisted NCDs issued before an issuer's first listing may find those securities remain unlisted until maturity. SEBI's memorandum notes that a first-time debt issuer already has to disclose its capital structure, including outstanding unlisted debt, in its placement memorandum or offer document. Investors and trustees should review that disclosure closely.
Another recent SEBI review of issuer-level monitoring is covered in the Knowledge Hub article on SEBI monitoring agency proposals for issue proceeds . Both changes are relevant to companies raising funds through listed securities.
Frequently asked questions
What does Regulation 62A of SEBI LODR require now?
A listed entity whose NCDs are listed on or after the publication of the Third Amendment Regulations, 2026 must list all NCDs it