SEBI LODR Regulation 62A Update 2026: Debt Listing Rule for New NCD Issuers
A new debt-listing decision can shape later issues. Read the exact trigger in SEBI’s Regulation 62A amendment before promising an unlisted follow-on NCD.
Direct answer
SEBI’s LODR Third Amendment Regulations, 2026 replace Regulation 62A(1). A listed entity whose non-convertible debt securities (NCDs) are listed on or after publication of the amendment must list all such NCDs that it issues after that listing on the stock exchange(s). The amendment also omits former sub-regulations (2) and (3). It states that it takes effect on publication in the Official Gazette, whose copy is dated 14 October 2026. This is a specific debt-listing rule, not a mandate for every startup loan. The Best CS Firm In India review begins with the issuer’s actual securities and listing chronology.
The exact Regulation 62A trigger
The official Gazette text published by SEBI ties the obligation to two dates: the first relevant NCD listing on or after the amendment’s publication, and a later issue of NCDs by that same listed entity. A founder should not treat the amendment as merely a disclosure change or assume that a second NCD tranche can be placed privately and left unlisted without checking the rule.
| Question | What to establish | Document |
|---|---|---|
| What is the instrument? | Whether it is an NCD covered by the provision | Term sheet and legal classification |
| When was the first relevant listing? | Whether it was on or after Gazette publication | Exchange listing approval and date |
| When is the later issue? | Whether it follows that listing | Board approval and issue timetable |
| Where must it list? | The applicable stock exchange(s) and process | Exchange and trustee workplan |
What did SEBI remove?
The amendment expressly omits Regulation 62A(2) and (3). Read the consolidated LODR position and any applicable transitional guidance before inferring what this means for a particular legacy issue. The new quoted sub-regulation (1) should not be stretched into an assertion about every NCD listed before the Gazette date.
Issuer checklist before signing a debt term sheet
- Map all outstanding NCDs by issue date, listing date, exchange and ISIN.
- Identify whether an NCD listing occurred on or after 14 October 2026.
- Classify the proposed instrument and confirm whether it is a subsequent NCD issue.
- Discuss exchange, debenture-trustee, disclosure and timetable requirements with counsel and intermediaries.
- Reflect the listing path, costs and closing conditions in the term sheet and board note.
- Retain the legal scope conclusion and exchange correspondence in the financing data room.
Why this matters to a scaling startup
A startup may start with private credit, then consider market debt as it matures. Once a covered NCD listing has occurred, future NCD structuring cannot be planned as though the first listing had no consequences. That affects investor communications, transaction timing and finance-team readiness. This is an inference from the new rule’s scope, not a claim that every startup should list its debt.
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Common avoidable mistakes
- Using “loan,” “debenture” and “NCD” interchangeably in deal documents.
- Forgetting an earlier group or issuer listing date.
- Scheduling funds flow before exchange and trustee dependencies are mapped.
- Assuming the omitted sub-regulations answer a legacy fact pattern without legal review.
Founder / Business Takeaway
Before issuing another NCD, check the instrument, first listing date and amendment date. The rule’s trigger is narrow but consequential; make the listing decision part of financing design, not a late filing surprise.
Suggested internal links
Official sources
FAQ
Does the amendment govern ordinary bank loans?
No. The new text concerns specified listed NCD issuers and subsequent NCDs.
Can we assume older unlisted NCDs are now covered?
Do not infer that from this article. Check the precise issuer and issue chronology against the consolidated law.
What is the first founder action?
Ask the finance and legal team for a dated register of debt instruments, issues and listings.
