Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2026

407 GI/2026 (1) REGD. No. D. L.-33004/99 EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY 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. No. 53] NEW DELHI, TUESDAY, JANUARY 20, 2026/PAUSHA 30, 1947 CG-MH-E-21012026-269490 2 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4] 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. [PART III—SEC.4] THE GAZETTE OF INDIA : EXTRAORDINARY 3 (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. *** Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi-110064 and Published by the Controller of Publications, Delhi-110054.