Description

Consolidated regulations governing the issue and listing of non-convertible securities including debt securities and non-convertible redeemable preference shares, with amendments effective as of January 21, 2026.

Summary

SEBI has notified the consolidated Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended through January 21, 2026. These regulations govern the issuance and listing of non-convertible debt securities and non-convertible redeemable preference shares through public issues and private placements. The regulations were originally notified on August 9, 2021, and came into force seven days from the date of publication in the Official Gazette.

Key Points

  • Regulations apply to debt securities, non-convertible redeemable preference shares, and commercial paper
  • Covers both public issuance (through book building and fixed price methods) and private placements
  • Excludes security receipts, securitized debt instruments, RBI-regulated money market instruments, and government bonds
  • Defines roles and responsibilities of intermediaries including merchant bankers, brokers, primary dealers, debenture trustees, and credit rating agencies
  • Establishes framework for electronic book provider platforms for private placements
  • Includes provisions for draft offer documents, prospectus requirements, and abridged prospectus
  • Specifies day count conventions and other technical parameters for interest/dividend calculations

Regulatory Changes

This document represents the consolidated regulations as amended through January 21, 2026. The original regulations were notified on August 9, 2021, under notification number SEBI/LAD-NRO/GN/2021/39, exercising powers under sub-section (1) of Section 30 of the Securities and Exchange Board of India Act, 1992.

Key regulatory definitions established:

  • Debt Securities: Non-convertible debt securities with fixed maturity period, including debentures and bonds (excludes security receipts, securitized instruments, RBI money market instruments, and government bonds)
  • Arranger: Merchant banker, SEBI-registered broker, or RBI-registered primary dealer appointed to facilitate private placements
  • Book Building: Process to elicit demand and assess pricing for non-convertible securities
  • Commercial Paper: As defined by Reserve Bank of India

Compliance Requirements

For Issuers:

  • Must appoint registered intermediaries (debenture trustees, credit rating agencies as applicable)
  • Required to file draft offer documents with stock exchanges and SEBI for public issues
  • Must comply with listing requirements on designated stock exchanges
  • Need to maintain depository arrangements through SEBI-registered depositories

For Intermediaries:

  • Arrangers must be registered with SEBI (merchant bankers/brokers) or RBI (primary dealers)
  • Debenture trustees must maintain SEBI registration
  • Credit rating agencies must be SEBI-registered
  • All intermediaries must comply with their respective regulatory obligations

For Market Participants:

  • Public issues require prospectus and abridged prospectus preparation
  • Private placements must be conducted through electronic book provider platforms
  • All securities must be issued in dematerialized form through registered depositories

Important Dates

  • Original Notification Date: August 9, 2021
  • Original Effective Date: Seven days from August 9, 2021 (approximately August 16, 2021)
  • Amendment Effective Date: January 21, 2026
  • Notification Number: SEBI/LAD-NRO/GN/2021/39

Impact Assessment

Market Impact:

  • Provides comprehensive regulatory framework for non-convertible securities market in India
  • Standardizes issuance processes for both public and private placements
  • Enhances investor protection through mandatory intermediary involvement and disclosure requirements

Operational Impact:

  • Issuers must ensure compliance with detailed procedural requirements for both public issues and private placements
  • Intermediaries need to maintain appropriate registrations and follow specified conduct standards
  • Electronic book provider platforms become mandatory infrastructure for private placements

Regulatory Impact:

  • Consolidates and updates the regulatory framework for non-convertible securities
  • Aligns with depository requirements for dematerialization
  • Establishes clear definitions distinguishing various types of securities and market participants
  • Creates structured framework for book building processes and price discovery

Stakeholder Impact:

  • Corporate issuers gain clarity on compliance requirements for debt and preference share issuance
  • Investors benefit from enhanced disclosure standards and trustee oversight
  • Intermediaries have defined roles, responsibilities, and eligibility criteria
  • Stock exchanges serve as primary regulatory interface through designated stock exchange mechanism

Impact Justification

Comprehensive regulatory framework governing all non-convertible securities issuance and listing, applicable to all market participants including issuers, intermediaries, and investors. Amendments as of January 2026 impact ongoing compliance requirements.