SEBI Board Memorandum Proposes Dropping Mandatory Retrospective Listing of Outstanding Unlisted NCDs under Regulation 62A of LODR Regulations

Key facts

• The Securities and Exchange Board of India (SEBI) Board Memorandum proposes amending Regulation 62A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to remove the requirement for mandatory retrospective listing of all outstanding unlisted non-convertible debt securities (NCDs) by issuers listing NCDs for the first time.
• The requirement to list all outstanding unlisted NCDs of a listed entity was introduced in September 2023 and made effective from January 1, 2024.
• Listed debt issuance as a percentage of total debt issuance declined from 80.81% as on September 30, 2023 to 76.55% as on June 30, 2026.
• SEBI issued a consultation paper on the proposal on August 10, 2026, with the last date for public comments being August 31, 2026; 21 entities responded, with 4 strongly agreeing, 10 agreeing, 5 partially agreeing, 1 disagreeing and 1 strongly disagreeing.
• Under the proposal, listing of prior unlisted NCD issues will be left to the issuer's discretion, while the requirement to list all subsequent debt issuances after first-time listing of debt securities will continue.
• The Corporate Bonds & Securitization Advisory Committee (CoBoSAC) deliberated on the proposals at its meeting held on July 24, 2026 and agreed with them.
• SEBI rejected suggestions for a grandfathering cut-off of April 1, 2026 and for scale- or rating-based exemptions, deciding to implement the relaxation on a prospective basis.