SEBI LODR Third Amendment Regulations 2026: What Has Changed for NCD Issuers?

Companies that raise money through non-convertible debt securities (NCDs) need to take another look at SEBI's listing requirements.

The Securities and Exchange Board of India (SEBI) has issued the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2026, changing Regulation 62A of the existing LODR framework.

The amendment replaces Regulation 62A(1) and removes sub-regulations (2) and (3). The revised rule focuses on companies whose NCDs are listed on or after the amendment's publication date and the debt securities they issue subsequently.

For companies planning another round of debt financing, the relevant listing date now deserves particular attention. Those with outstanding unlisted NCDs also need to understand what the deletion of the earlier provisions means for their position.

SEBI LODR Third Amendment Regulations 2026: Notification at a Glance

The official eGazette publication record identifies 15 October 2026 for this notification. The amendment operates from Gazette publication, not merely from the date printed alongside SEBI's notification.

What Is Regulation 62A Under SEBI LODR Regulations?

Regulation 62A deals with the listing of subsequent issuances of non-convertible debt securities.

An NCD allows an issuer to borrow funds from investors without giving them a right to convert that debt into equity shares. The money is repayable according to the terms of the instrument, along with any applicable interest.

Companies use NCDs for various financing needs, including expansion, refinancing and raising funds without issuing additional equity.

Why Was Regulation 62A Introduced?

SEBI introduced Regulation 62A in September 2023 as part of efforts to improve the corporate debt market. The regulatory objective included better price discovery, greater transparency and more consistent disclosures.

Under the earlier framework, companies with listed NCDs were generally required to list subsequent NCD issuances from 1 January 2024. The October 2026 amendment changes how that requirement is expressed and removes two provisions concerning outstanding unlisted securities.

What Has Changed Under SEBI Regulation 62A in 2026?

The amendment makes three specific changes. Although the notification is brief, each change affects how companies should read the listing rules.

1. Regulation 62A(1): Revised Mandatory NCD Listing Requirement

Before the amendment, Regulation 62A(1) required a listed entity whose NCDs were listed to list NCDs proposed to be issued on or after 1 January 2024. SEBI has now replaced that wording.

Under the amended provision, a listed entity whose NCDs are listed on or after the publication date of the Third Amendment Regulations, 2026, must list the NCDs it issues after the date of that listing.

What does this mean for companies?

The rule now uses two dates that should not be confused:

• The amendment's publication date: This determines whether the relevant listing falls within the revised provision.
• The company's NCD listing date: This determines the point after which its subsequent NCD issuances fall within the requirement.
• The remaining exceptions under Regulation 62A also need to be considered.
• For businesses planning future debt issues, this makes a review of the listing history necessary before deciding how the proposed securities should be issued.

2. Regulation 62A(2): Optional Listing Provision Removed

The previous Regulation 62A(2) allowed certain outstanding unlisted NCDs issued on or before 31 December 2023 to be listed voluntarily. The wording was permissive. It provided an option rather than requiring all such securities to be listed under that particular sub-regulation.

SEBI has now omitted this provision.

The change removes that express optional arrangement from Regulation 62A. However, it does not mean that every older unlisted NCD is prohibited from being listed through another legally available route. Companies holding these securities should examine the applicable securities regulations before taking any action.

3. Regulation 62A(3): Earlier Three-Month Listing Requirement Removed

Regulation 62A(3) previously dealt with listed entities proposing to list NCDs on or after 1 January 2024. Where the provision applied, certain outstanding unlisted NCDs issued on or after 1 January 2024 had to be listed within three months of the relevant NCD listing.

The October amendment removes this sub-regulation.

This means that the specific three-month requirement is no longer part of Regulation 62A in its earlier form. However, deleting a provision does not automatically settle whether a company complied with obligations that arose before the amendment. Past transactions may still require examination under the law applicable at that time.

SEBI Regulation 62A: Old vs New Requirements

The most important distinction is that SEBI has changed the principal listing rule without removing all the exceptions and related conditions already contained in Regulation 62A.

Who Is Covered Under the SEBI LODR Third Amendment Regulations 2026?

Not every company issuing debt securities is automatically subject to the amended Regulation 62A(1).

The provision contains a particular listing-date condition.

Companies Listing NCDs on or After the Amendment's Publication

An entity whose NCDs are listed on or after the relevant publication date falls within the class described by the revised provision. Once its NCDs are listed, subsequent NCD issuances must be assessed against the mandatory listing requirement and the applicable exceptions.

Companies With NCDs Listed Before the Amendment

The position is different for companies whose NCDs were already listed before the amendment. The substituted provision expressly refers to securities listed on or after its publication date. Nevertheless, companies should not treat this wording as an automatic cancellation of earlier obligations. Their position depends on the applicable regulations, listing history and the timing of individual issuances.

Companies Planning Their First Listed NCD Issue

Organizations looking at the potential listing of their first debt issue need to consider the implications for future borrowings. Listing of a NCD issue may have implications for future issuances in terms of how they are treated under Regulation 62A. This does not imply that all borrowings have to be through listed NCDs.

Are There Any Exemptions Under SEBI Regulation 62A?

Yes. The October 2026 notification does not amend Regulation 62A(4), which provides exceptions for specified securities.

The following categories continue to be relevant.

1. Bonds Issued Under Section 54EC

According to Regulation 62A(4)(i), such bonds which have been issued under Section 54EC of the Income-tax Act, 1961, shall be exempt from the mandatory listing provision of Regulation 62A.

2. NCDs Issued Under Agreements With Multilateral Institutions

The regulation also covers NCDs issued pursuant to an agreement between the listed entity and multilateral institutions. The exception is linked to the qualifying agreement and cannot be extended automatically to ordinary borrowing arrangements.

3. NCDs Issued Pursuant to Court, Tribunal or Regulatory Requirements

Certain debt securities issued pursuant to a court or tribunal order, or a requirement stipulated by specified financial-sector regulators, are also covered. The regulation identifies SEBI, RBI, IRDAI and PFRDA for this purpose.

Conditions Attached to the Exceptions

An exemption from mandatory listing does not necessarily mean that every related requirement disappears. Under Regulation 62A(5), securities covered by clauses (ii) and (iii) of sub-regulation (4) must:

1. Remain locked in.
2. Be held by investors until maturity.
3. Remain unencumbered.

Regulation 62A(6) separately requires disclosure of key terms of securities proposed under sub-regulation (4) to the relevant stock exchanges.

These details include interest rates, maturity periods, security offered, charges, commissions, premiums, embedded options and other prescribed information. Companies relying on an exception should therefore review the entire provision rather than only the exemption clause.

When Did the SEBI LODR Third Amendment 2026 Come Into Effect?

The date of the notification is 12 October 2026, and the publication date of the Gazette is 14 October 2026. The date of publication of the eGazette entry is recorded as 15 October 2026. In view of the fact that this amendment comes into effect upon publication in the Official Gazette, it is relevant for deciding the applicability of the amendment.

For a company assessing the revised Regulation 62A(1), two dates are particularly important:

1. The date on which the amendment was published.
2. The date on which the company's relevant NCDs were listed.

Companies should not substitute the notification's signing date for the legally relevant commencement event.

How Will the Amendment Affect Companies Issuing NCDs?

The legal change is narrow, but it can affect decisions made before a new debt issue reaches investors.

Impact on Corporate Fundraising

A company may choose NCDs because they allow borrowing without issuing new equity.

In the case of any debt securities being listed by the company, the subsequent offerings have to be analyzed with reference to the SEBI regulations. A new fundraising plan needs to be evaluated with reference to the existing listings and the amended Regulation 62A.

Impact on Existing Unlisted Securities

The removal of Regulations 62A(2) and 62A(3) changes the express provisions dealing with some outstanding unlisted debt securities.

Businesses with such instruments should check:

• When the securities were originally issued.
• Whether they remained outstanding during the relevant period.
• Whether a listing obligation arose under the previous rules.
• Whether any separate requirement remains applicable.

This is especially important where the company has undertaken multiple debt issuances over different periods.

Impact on Company Secretaries and Finance Teams

The practical difficulty is often not reading the amendment itself. It is identifying which securities and dates matter. Company secretaries, finance teams and legal advisers may need to bring together information from different transactions. An accurate record of previous NCD issues, listing dates and outstanding securities can help prevent incorrect conclusions about the amended provision.

SEBI Regulation 62A Compliance Checklist for Listed Entities

Before issuing additional NCDs, an affected company should undertake a focused review.

Documents and Records Worth Reviewing

Although the amendment does not introduce a new prescribed document checklist, companies may find it useful to review:

• NCD issuance and allotment records.
• Existing stock-exchange listing information.
• Outstanding debt securities details.
• Applicable transaction agreements.
• Internal approvals and compliance assessments.
• Relevant stock-exchange communications.

These are practical review documents, not a new mandatory submission package created by the October notification.

What Are the Risks of Non-Compliance With NCD Listing Requirements?

An incorrect interpretation of Regulation 62A can lead to problems during a debt issuance.

Regulatory Risk

Where a listing obligation applies, failing to meet it may result in non-compliance with the relevant securities framework. The consequences depend on the breached provision and applicable SEBI or stock-exchange requirements.

Disclosure Risk

Companies relying on exceptions may overlook the continuing disclosure and holding conditions under Regulation 62A. An exemption should be assessed together with its associated obligations.

Transaction Risk

If an applicable listing requirement is identified late, a company may have to revisit its proposed issuance structure, documents or transaction schedule. The Third Amendment notification does not itself specify a new monetary penalty for breaching Regulation 62A(1). Any discussion of enforcement should be based on the relevant governing provisions rather than an assumed fine.

What Should Listed Companies Do After the October 2026 Amendment?

The first step is to establish whether the revised provision applies to the company. Businesses should then compare their existing NCD listing history with proposed future issuances.

A practical review should address three questions:

1. Does the company's NCD listing date fall within the revised provision?

The date is central to deciding whether Regulation 62A(1), as substituted, applies.

2. Are any older unlisted NCDs relevant?

Earlier transactions should be examined under the rules applicable when their obligations arose.

3. Does a proposed issue qualify for an exception?

Any exception should be checked against Regulation 62A(4), together with the conditions in sub-regulations (5) and (6).

Where the treatment is uncertain, companies should obtain an appropriate regulatory interpretation before completing the transaction.

How Corpseed Can Help with SEBI Compliance Services

Regulatory changes can be difficult to apply when a business has several past securities issuances and is planning another transaction.

The challenge is to identify which requirements actually apply without treating every change as a completely new registration or approval process. Corpseed has a SEBI Compliance service category covering several securities-market regulatory services.

Businesses reviewing their obligations can contact Corpseed to discuss the availability of relevant SEBI compliance services and determine what type of professional assistance may be appropriate.

Depending on the confirmed service scope, support may involve regulatory applicability reviews, documentation coordination or identifying compliance matters requiring specialist attention. Debt-securities issuance, exchange listing and other regulated professional work should be undertaken by appropriately authorised parties wherever required.

Reviewing your company's SEBI compliance requirements?

Connect with Corpseed to discuss your regulatory concerns and identify the appropriate support for your business.

Key Takeaways

The October 2026 amendment changes the wording and applicability of Regulation 62A's principal listing requirement. The earlier optional listing provision under Regulation 62A(2) and the three-month requirement under Regulation 62A(3) have been removed.

While all of the above is true, the already existing exceptions and accompanying provisions of Regulation 62A(4)-(6) are also pertinent. As far as the issuance of NCDs is concerned, the most pressing task for companies is to determine how the changed provision relates to their listing experience and the anticipated issuance of debts. An analysis of the above facts is more helpful than making assumptions.