SEBI LODR Third Amendment 2026: Regulation 62A NCD Listing Relaxed
Updated: 3 days ago
Quick answer: The SEBI (LODR) (Third Amendment) Regulations, 2026, notified on 12 October 2026 and in force from 14 October 2026, rewrite only Regulation 62A. A company listing its non-convertible debt securities (NCDs) for the first time no longer has to list its earlier unlisted NCDs; it must list every NCD it issues after that first listing.
Contents
What the Third Amendment changes
SEBI notified the amendment as No. SEBI/LAD-DOP/2026/329 dated 12 October 2026. It was published in the Gazette of India (Extraordinary), Part III, Section 4, No. 623, on Wednesday 14 October 2026. Clause 2 of the notification says it comes into force on the date of publication, so the operative date is 14 October 2026.
The amendment does three things to Regulation 62A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
It substitutes sub-regulation (1). A listed entity whose NCDs are listed on or after 14 October 2026 must list all NCDs it issues after the date of that listing on the stock exchange(s).
It omits sub-regulation (2), which let an entity optionally list unlisted NCDs issued on or before 31 December 2023.
It omits sub-regulation (3), which required an entity listing NCDs on or after 1 January 2024 to list, within three months, all its outstanding unlisted NCDs issued on or after 1 January 2024.
SEBI's board memorandum explains why. The 2023 rule meant that an unlisted company wanting to list debt also had to list every earlier private placement made after 1 January 2024. Issuers reported cost and operational problems (ISIN limits, covenant monitoring), and listed issuance fell from 80.81% of total corporate debt issuance at 30 September 2023 to 76.55% at 30 June 2026.
Practice guide for professionals
For working-paper formats and review checklists on this topic, see the Audit Documentation & CARO 2020 Practical Guide (PDF, ₹299).
Old vs new Regulation 62A
In short, the rule has become forward-looking. The trigger is the entity's own debt listing. Everything issued after that listing must be listed, while NCDs issued earlier can stay unlisted unless the issuer chooses to list them.
SEBI considered and rejected two softer options in its public consultation of 10 August 2026: letting issuers drop out of the rule once their last listed bond is redeemed, and a rating-based or size-based exemption. Its stated reason was that a listed issuer should not run a parallel, opaque unlisted debt book.
Worked example: first-time debt lister
Alpha Infra Ltd is unlisted. It privately placed unlisted NCDs of ₹40 crore in March 2024 and ₹60 crore in July 2025. It plans its first listed NCD issue of ₹150 crore, listed on 15 December 2026.
Under the old Regulation 62A(3): both earlier issues (₹100 crore in total) would have to be listed by 15 March 2027, within three months of the first listing. That means fresh ISINs, debenture trustee arrangements and listing fees for issues already fully subscribed.
Under the amended rule: the March 2024 and July 2025 issues may stay unlisted. If Alpha issues ₹75 crore of NCDs in May 2027, after its first listing, that issue must be listed.
Working-paper point: keep a register of every NCD issue with issue date, listing status and ISIN, and mark the date of first listing, because that date decides which later issues must be listed.
Worked example: entity already listed
Beta Finance Ltd has had listed NCDs since 2022 and plans a fresh NCD issue in January 2027. Its position does not change in practice: the old sub-regulation (1) required it to list all NCDs issued on or after 1 January 2024, and the board memorandum states that listing of all subsequent issuances after a first-time listing continues to apply. Its January 2027 issue should be listed.
One point needs care. An entity that first listed NCDs shortly before 14 October 2026 may have been inside the three-month window under the old sub-regulation (3). The notification simply omits that sub-regulation without a saving clause, while the board memorandum describes the relaxation as prospective and declined a grandfathering cut-off. Such entities should confirm their position with the stock exchange before treating the pending catch-up listing as dropped.
What did not change
High value debt listed entity (HVDLE) threshold: the Third Amendment does not touch Regulation 15(1A). The threshold for applying the corporate governance provisions to debt-listed entities was raised to outstanding listed NCDs of ₹5,000 crore by an earlier 2026 amendment effective 22 January 2026, and it remains at that level.
Other debt obligations: Chapter V of the LODR Regulations (financial results under Regulation 52, intimations under Regulation 51, and so on) continues to apply to entities with listed NCDs.
Issue-side rules: the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 still govern how a public issue or private placement of NCDs is listed.
Earlier unlisted issues: they remain subject to the Companies Act, 2013, including Section 42 and Section 71 and the Companies (Share Capital and Debentures) Rules, 2014.
For the companion SEBI debt-market changes this year, read SEBI debt ISIN limits 2026 and the merchant banker exemption for private placement of debt.
Compliance checklist
Identify whether the entity has any NCDs listed and, if so, the date of first listing.
List all NCD issues made after that date and check that each is listed, with ISIN and listing approval on file.
For first-time debt listers after 14 October 2026, record a board or committee decision on whether to list any earlier unlisted NCDs voluntarily.
Update the debt issuance policy and the term sheet template so that post-listing issues are structured for listing from the start.
Recheck the HVDLE status under Regulation 15(1A) each quarter against the ₹5,000 crore threshold.
Keep the notification, the Gazette copy and the working papers in the compliance file for secretarial audit and statutory audit review.
For quarter-end deadlines that run alongside this, see the November 2026 compliance calendar.
Related reading
Sources
SEBI (LODR) (Third Amendment) Regulations, 2026, No. SEBI/LAD-DOP/2026/329 dated 12 October 2026, Gazette of India (Extraordinary) No. 623 dated 14 October 2026; SEBI board memorandum on review of Regulation 62A (October 2026); SEBI consultation paper on review of provisions related to ISIN for debt securities dated 10 August 2026; Regulations 15(1A), 51, 52 and 62A of the SEBI (LODR) Regulations, 2015 (consolidated text). Verify against the SEBI website before relying on this summary.
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