Full Text
REGD. No. D. L.-33004/99
The Gazette of India
CG-MH-E-21012026-269490
EXTRAORDINARY
PART III—Section 4
PUBLISHED BY AUTHORITY
No. 53]
NEW DELHI, TUESDAY, JANUARY 20, 2026/PAUSHA 30, 1947
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 20th January, 2026
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE
SECURITIES) (AMENDMENT) REGULATIONS, 2026
No. SEBI/LAD-NRO/GN/2026/296.—In exercise of the powers conferred under sub-section (1) of section
30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following
regulations to further amend the Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021, namely:
1. These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) (Amendment) Regulations, 2026.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of (Issue and Listing of Non-Convertible Securities) Regulations, 2021,
(1) in regulation 2, sub-regulation (1), after the clause (gg) and before the clause (hh), the following clause
shall be inserted, namely, -
"(gga) "retail individual investor” means an individual investor who applies or bids for debt securities for
a value of not more than two lakhs rupees;"
(2) in regulation 31, the following proviso shall be inserted, namely, -
"Provided that nothing contained in this regulation shall preclude the issuer from offering an incentive in
the form of additional interest or a discount to the issue price to senior citizens, women, serving and
retired defence personnel, widows and widowers of defence personnel, retail individual investors or any
other category of investors as may be specified by the Board from time to time:
Provided further that such incentive shall be available only to the initial allottee but not in case the debt
securities are transferred/ transmitted post allotment."
BABITHA RAYUDU, EX. Director
[ADVT.-III/4/Exty./627/2025-26]
Footnotes:
1. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021 were published in the Gazette of India on August 9, 2021 vide No. SEBI/LAD-
NRO/GN/2021/39.
2. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021, were subsequently amended on:
(i) April 11, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) (Amendment) Regulations, 2022 vide notification no. SEBI/LAD-NRO/GN/2022/77.
(ii) November 9, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) (Second) (Amendment) Regulations, 2022 vide notification no.
SEBI/LAD-NRO/GN/2022/102.
(iii) February 2, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) (Amendment) Regulations, 2023 vide notification no. SEBI/LAD-
NRO/GN/2023/119.
(iv) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and
Mode of Payment) (Amendment) Regulations, 2023 vide notification no. SEBI/LAD-
NRO/GN/2023/121.
(v) July 4, 2023 by the Securities and Exchange Board of India (Alternative Dispute Resolution
Mechanism) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-
NRO/GN/2023/137.
(vi) July 6, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) (Second Amendment) Regulations, 2023 vide notification no.
SEBI/LAD-NRO/GN/2023/135.
(vii) August 18, 2023 by the Securities and Exchange Board of India (Facilitation of Grievance Redressal
Mechanism) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/146.
(viii) July 10, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) (Amendment) Regulations, 2024 vide notification no. SEBI/LAD-
NRO/GN/2024/190.
(ix) September 18, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) (Second Amendment) Regulations, 2024 vide notification no. SEBI/LAD-
NRO/GN/2024/205.
(x) December 11, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) (Third Amendment) Regulations, 2024 vide notification no. SEBI/LAD-
NRO/GN/2024/217.
(xi) October 28, 2025 by the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) (Amendment) Regulations, 2025 vide notification no. SEBI/LAD-
NRO/GN/2025/268.
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