SEBI Eases Regulations for Listed NCDs, No Longer Mandates Physical Copies of Financial Statements

The markets regulator SEBI granted limited relaxation to issuers of listed NCDs regarding the requirement for physical financial statements.

SEBI Grants Extended Relief to Issuers of Listed Non-Convertible Debt Securities

The Securities and Exchange Board of India (SEBI) has issued a fresh circular providing temporary relief to issuers of listed non-convertible debt securities (NCDs) from the regulatory requirement of dispatching hard copies of financial documents to investors. This development comes as part of SEBI’s ongoing alignment with the Ministry of Corporate Affairs (MCA), which had previously granted a similar extension.

Exemption Under Regulation 58(1)(b)

Regulation 58(1)(b) mandates issuers of non-convertible securities to send physical copies of financial statements, the board’s report, the auditor’s report and related documents to investors who have not registered their email addresses. SEBI’s latest circular grants relief from this requirement in two phases:

• From October 1, 2024, to June 5, 2025, no penal action will be taken against issuers failing to send hard copies to such investors.
  
   
• From June 6, 2025, to September 30, 2025, further exemption is provided, provided certain disclosure conditions are met.

Read More: SEBI Eases IPO Norms for Companies with Large Public Shareholding! 

Conditions for Extended Relief

For the second phase of relaxation, SEBI requires issuers to publish advertisements that include a web link containing key details of all relevant financial documents. This measure is intended to ensure that investors, even those without registered email addresses, have access to necessary financial information through online channels.

This approach aims to strike a balance between regulatory compliance and the move towards digitisation, while also accommodating investor accessibility.

Immediate Implementation and Background

The circular issued by SEBI becomes effective immediately. The decision was influenced by both the MCA’s relaxation guidelines and stakeholder requests to continue easing compliance requirements amid a progressively digital financial ecosystem.

In April 2025, SEBI released a consultation paper proposing similar changes, laying the groundwork for the current relaxation.

Conclusion

SEBI’s extension of the exemption from sending physical copies of financial documents to investors in listed NCDs reflects a broader shift towards paperless communication and regulatory flexibility. With defined timelines and disclosure obligations, the move is expected to ease compliance pressure while ensuring transparency and investor access to key information.

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