SEBI Drops Retrospective NCD Listing Under Regulation 62A: LODR Third Amendment 2026
SEBI has removed the rule that forced a company listing its non-convertible debt securities (NCDs) for the first time to also list every unlisted NCD it had issued since 1 January 2024. The SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2026, issued as Notification No. SEBI/LAD-DOP/2026/329 dated 12 October 2026, substitute regulation 62A(1) and omit regulation 62A(2) and 62A(3) of the LODR Regulations, 2015. The amendment was published in the Gazette of India, Extraordinary, Part III, Section 4 (No. 623) on 14 October 2026 and took effect on that date.
The change matters to finance teams and company secretaries at unlisted-debt issuers that are weighing a first listed NCD issue, to merchant bankers and debenture trustees structuring those issues, and to auditors and secretarial auditors who test LODR compliance. The obligation to list future issues stays; what goes is the retrospective clean-up of older private placements.
Regulation 62A before and after 14 October 2026
Regulation 62A was framed around a 1 January 2024 cut-off. The table below sets out the three sub-regulations as they stood, as described in SEBI's board memorandum, against the position after the Third Amendment.
| Provision | Position until 13 October 2026 | Position from 14 October 2026 |
|---|---|---|
| Regulation 62A(1) | A listed entity whose NCDs are listed had to list all NCDs proposed to be issued on or after 1 January 2024 | A listed entity whose NCDs are listed on or after 14 October 2026 must list all NCDs issued by it after the date of such listing |
| Regulation 62A(2) | Unlisted subsequent issues made on or before 31 December 2023 and still outstanding could be listed at the entity's option | Omitted |
| Regulation 62A(3) | An entity proposing to list NCDs on or after 1 January 2024 had to list all outstanding unlisted NCDs issued on or after that date within three months of the new listing | Omitted |
The operative words of the new sub-regulation (1) are that such an entity "shall list all those non-convertible debt securities issued by it after the date of such listing, on the stock exchange(s)". The 1 January 2024 reference has gone, and the obligation now runs forward from the date of listing.
Why SEBI dropped the retrospective listing requirement
The proposal came from the consultation paper on review of provisions related to ISIN for debt securities dated 10 August 2026, on which comments closed on 31 August 2026. The SEBI board approved it at its meeting of 24 September 2026, recorded in PR No. 59/2026 on key decisions of the board meeting.
The board memorandum on mandatory listing of outstanding unlisted NCDs explains the reasoning. The 2024 framework grandfathered issuers that were already listed but gave no such relief to new entrants. A company with a stack of privately placed, fully subscribed NCDs faced listing costs on issues already sold, plus practical problems with ISIN limits and covenant monitoring, before it could list a single new issue. SEBI's figures show the share of listed issuance in total debt issuance falling from 80.81% as at 30 September 2023 to 76.55% as at 30 June 2026, and the memorandum treats the retrospective mandate as one likely reason.
Of the 21 respondents to the consultation, 14 agreed or strongly agreed, five partially agreed and two disagreed. SEBI turned down several wider asks: removing the mandate for future NCDs altogether, which it said would create a fragmented and opaque parallel market; lifting the obligation once an issuer's listed debt matures; a grandfathering cut-off of 1 April 2026; rating-based or size-based exemptions; and extending the relief to all listed entities with a six-month transition, which it rejected citing pending enforcement actions and fairness to issuers that had already complied.
How the new rule works for a first-time NCD issuer
For an equity-listed or unlisted company that has so far raised debt only through unlisted private placements, the earlier issues can now stay unlisted until they mature. Listing them is a choice. Once the company lists an NCD, every NCD it issues after that listing date must be listed.
Illustration: ABC Infra Ltd has two unlisted NCD series outstanding, ₹200 crore placed in March 2025 and ₹150 crore placed in February 2026. It lists a fresh ₹300 crore issue on 5 December 2026. Under the old regulation 62A(3), it would have had to list both earlier series, ₹350 crore in all, within three months, that is by 5 March 2027. Under the amended regulation, neither earlier series has to be listed. If ABC places another ₹100 crore of NCDs in January 2027, that issue must be listed because it comes after the 5 December 2026 listing.
The earlier rule tied the clean-up to issues made on or after 1 January 2024. For the respondent cited in the memorandum, a company that first listed NCDs on 14 July 2026 and carried about 24 unlisted ISINs issued after 1 January 2024, the three-month window ran to 14 October 2026, the same day the amendment came into force. SEBI declined that respondent's request for relief from an earlier effective date.
Existing listed issuers and points the text leaves open
The memorandum is clear that SEBI did not intend to relieve issuers already in the listed-debt market from listing subsequent issues. The new sub-regulation (1), though, is worded around NCDs "listed on or after" the publication date, and the notification contains no separate transitional provision. Two situations will need a considered view from the compliance team and, where needed, the stock exchange:
- an entity that first listed NCDs shortly before 14 October 2026 and had not completed listing of its older unlisted NCDs under the omitted regulation 62A(3) when the amendment took effect;
- an entity whose listed NCDs had fully matured before 14 October 2026 and which plans fresh issues, where the question is whether its next issue triggers a new listing date under the substituted text.
SEBI's response to comments states that the prospective framework already covers pre-existing unlisted debt remaining unlisted until maturity and that no separate transitional guidance was needed. Disclosure of outstanding unlisted debt in offer documents continues under the existing requirements; SEBI did not add a new disclosure for it.
ISIN limits that apply alongside regulation 62A
Listing every subsequent issue uses up ISINs, so the amendment should be read with the SEBI circular of 7 October 2026 on ISINs for privately placed debt securities (HO/17/11/24(8)2026-DDHS-POD1/I/23125/2026), effective immediately. It raises the total cap on maturing ISINs in a financial year to 17, of which 12 are for plain vanilla debt and five for structured, market-linked, floating rate, zero coupon and Tier II bonds. An issuer whose plain vanilla ISINs maturing in a year carry ₹15,000 crore outstanding gets one more ISIN for every further ₹3,000 crore. Government of India serviced or extra budgetary resource bonds and ESG debt securities are excluded from the count, and authorised issuers get six additional ISINs for section 54EC capital gains bonds.
Issuers planning a listed issue in the coming months should also factor in the six-band disclosure covered in our report on the SEBI Credit Risk-o-Meter for debt securities from 21 November 2026, which applies to specified listed and proposed-listed debt.
What to update now
Company secretaries should record the date of the entity's first NCD listing, or the planned date, because that date now decides which issues must be listed. Board and committee resolutions approving private placements after that date should state that the issue will be listed, and term sheets and information memoranda should be aligned. Where an issuer had begun the process of listing older series purely to meet regulation 62A(3), it can reconsider, subject to any commitment already made to investors or the exchange. Secretarial and statutory auditors reviewing compliance for any period that includes 14 October 2026 should test regulation 62A against the old text up to 13 October 2026 and the substituted text after that.
Official source: View the official source document
