SEBI Board: first-time debt issuers need not list old NCDs, one advertisement code for seven intermediaries, new Settlement Regulations and Depository Receipts on REIT/InvIT units
Four decisions of the SEBI Board of 24 September 2026 matter to issuers and regulated entities: Regulation 62A of the LODR Regulations will require listing only of future NCD issues; a Common Advertisement Code drops prior approval for most advertisements; Settlement Regulations, 2026 bring a new formula and a settlement notice before the show cause notice; and REITs and InvITs get Depository Receipts and easier unitholder voting.
Key facts
- In force
- Approved by the Board on 24 Sep 2026; Settlement Regulations in force 30 days after notification
- Who it affects
- Companies listing NCDs for the first time, stock brokers, DPs, investment advisers, research analysts, mutual funds, entities facing SEBI proceedings, REITs, InvITs and their unitholders
- What it is
- New facility
- Section
- SEBI
- Published
- 24 September 2026
In 30 seconds
- Regulation 62A: an issuer listing NCDs for the first time will have to list only prospective issuances, not its outstanding unlisted NCDs.
- Common Advertisement Code: no mandatory prior approval except for celebrity endorsements; post-issuance reporting within three working days.
- Settlement Regulations, 2026 come into force the day succeeding the 30th day from the date of notification.
- A settlement notice giving 60 days will be issued before a show cause notice; after a show cause notice the period rises from 60 to 90 days.
- A one-time 90-day window opens for earlier non-applicants and rejected, withdrawn or returned applications, at an additional 20% settlement amount.
- REIT/InvIT unitholder approval: 75% of total votes cast, in place of 75% of all outstanding units.
हिंदी में सार
SEBI बोर्ड (24 सितंबर 2026) ने LODR के Regulation 62A में संशोधन मंज़ूर किया — पहली बार NCD लिस्ट कराने वाली कंपनी को अब पुराने अनलिस्टेड NCD लिस्ट नहीं कराने होंगे, सिर्फ़ आगे के इश्यू। सात तरह की संस्थाओं के लिए एक Common Advertisement Code आएगा, जिसमें सेलिब्रिटी विज्ञापन छोड़कर पूर्व-अनुमति ख़त्म होगी। नए Settlement Regulations, 2026 अधिसूचना के 30 दिन बाद लागू होंगे; REIT/InvIT यूनिटों पर Depository Receipts का रास्ता भी खुला है।
Before and now
An entity listing NCDs had to list all outstanding unlisted NCDs issued on or after 1 January 2024, within three months of listing the proposed NCD.
As approved by the Board: only prospective issuances of non-convertible debt securities need be listed.
Debt issuers: Regulation 62A
SEBI’s press release PR No. 59/2026 records that the Board approved an amendment to Regulation 62A of the LODR Regulations. The requirement that a first-time issuer must also list its outstanding unlisted non-convertible debt securities (NCDs) goes. SEBI notes that listing already-subscribed issues adds cost and operational difficulty — ISIN limits and the covenant monitoring system are named — while the information disclosed is common. The proposal followed a consultation paper of 10 August 2026.
One advertisement code
The Common Advertisement Code (CAC) applies to stock brokers, depository participants, investment advisers, research analysts, online bond platform providers, portfolio managers and mutual funds / asset management companies. It replaces the entity-specific advertisement frameworks in regulations, master circulars and circulars of stock exchanges or supervisory bodies.
- Celebrities may be used for brand-level or entity-level promotion, subject to prior approval and safeguards.
- For other advertisements, mandatory prior approval is done away with; post-issuance reporting is required within three working days.
- Ratings and rankings assigned by a Past Risk and Return Verification Agency may be advertised.
- An illustrative list sets out communications that will not be treated as advertisements.
Settlement Regulations, 2026
The SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2026 will replace the SEBI (Settlement Proceedings) Regulations, 2018.
| Feature | As approved |
|---|---|
| Formula | Settlement Amount = Base Amount × (S + R + G + A − M) + Legal Costs. Base Amount is linked to the minimum penalty for the violation; S is the stage of proceedings, R the regulatory action factor, G gravity, A aggravating and M mitigating factors |
| Wrongful gains | Not counted in the Base Amount; disgorged separately where quantified |
| Fast track | Where the settlement amount does not exceed ₹10 lakh, and for specified violations such as disclosure violations |
| Earlier rejected applications | May be considered at appellate stage if the grounds for rejection no longer apply, with an additional 20% settlement amount |
| Interest on disgorgement | 9% a year from the date of violation to the date of the settlement application for proceedings pending before the Board; in other matters 9% up to the final order and 12% thereafter. No interest on interest |
No settlement notice will be issued where prosecution or an interim order is contemplated. Cases of misrepresentation of financial statements or diversion of funds can be settled, subject to terms such as disclosures and bringing back diverted funds.
REITs and InvITs
- Depository Receipts: an enabling provision for DRs on units, to begin with issued and listed in the International Financial Services Centre in India. All foreign investors, including NRIs, can invest. The framework will come by circular after the amendments are notified.
- Exit offer: where one of several sponsors exits, the offer may be made by the outgoing or the continuing sponsor, or their group entities. “Dissenting unitholders” will mean those who voted against the resolution. All units tendered must be accepted; if minimum public unitholding falls short, compliance is to be achieved within one year.
- REITs: remote common infrastructure is included in the definition of real estate.
What to do now
Unitholders should note that, under the approved change, an exit option goes only to those who vote against a resolution, and notices will carry a disclaimer saying so. Entities facing SEBI proceedings should track the notification date of the Settlement Regulations, since the 90-day window runs from their commencement.
Questions and answers
Does a company listing NCDs for the first time still have to list its old unlisted NCDs?
The SEBI Board has approved an amendment to Regulation 62A of the LODR Regulations under which an entity will be required to list only prospective issuances of non-convertible debt securities. At present, outstanding unlisted NCDs issued on or after 1 January 2024 must be listed within three months.
Is prior approval still needed for advertisements by brokers and mutual funds?
Under the Common Advertisement Code approved by the Board, mandatory prior approval is done away with, except for advertisements containing celebrity endorsements. Post-issuance reporting is required within three working days.
When do the new Settlement Regulations start?
The SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2026 come into force the day succeeding the 30th day from the date of their notification.
What is the one-time settlement window?
A window of 90 days from commencement of the Settlement Regulations, 2026 for entities who did not apply earlier or whose applications were rejected, withdrawn or returned under the 2018 Regulations. It is limited to specified proceedings still pending before the Board and carries an additional 20% settlement amount.
How does unitholder voting change for REITs and InvITs?
For matters that now need approval by 75% of all outstanding units, the basis changes to 75% of total votes cast. SEBI says this aligns with the Companies Act, 2013.
Published 24 September 2026. Updated 6 October 2026. This report is for general information and is not professional advice. Read the source document before acting on it.