India’s capital markets regulator proposed simpler disclosure obligations for issuers of listed non-convertible securities, together with debentures and hybrid devices, because it seeks to scale back compliance prices and align home norms with international requirements.
The amendments proposed on Friday would get rid of the requirement for listed entities to dispatch exhausting copies of annual report summaries to debenture holders who haven’t registered their e mail addresses—a legacy obligation that has continued whilst fairness market guidelines have moved decisively on-line.
As a replacement, the Securities and Change Board of India (Sebi) means that issuers ship solely a letter containing an internet hyperlink and a quick-response (QR) code, permitting bondholders to entry the total annual report digitally. The regulator mentioned this could “decrease the utilization of paper and facilitate ‘Go inexperienced’ and sustainability initiatives of a listed entity.”
The draft additionally clarifies timelines: for corporations underneath the Corporations Act, 2013, present statutory deadlines will proceed to use, whereas for all different issuers—together with statutory our bodies and trusts—a minimal 21-day discover interval is proposed, “consistent with the provisions of the Corporations Act, 2013, for the sake of parity”.
The session paper invitations public feedback till 15 August.
Consultants again modernization efforts
Sebi’s newest transfer is a part of a broader push to convey Indian markets into the twenty first century, mentioned Akshaya Bhansali, managing companion at Mindspright Authorized. “Sebi’s July 2025 session paper is a crucial regulatory milestone geared toward modernizing India’s disclosure system and easing company compliance.”
“The proposal to require dematerialization of securities for company actions like splits, consolidations, and schemes of association is a progressive step that aligns with international greatest practices and improves investor safety. By eliminating outdated provisions akin to bodily share transfers and proof-of-delivery necessities, Sebi is signalling a shift towards digital-first governance,” Bhansali mentioned.
Bhansali added that these adjustments not solely enhance operational effectivity for listed entities but in addition scale back the danger of fraud and error. “The emphasis on digital funds and streamlined disclosures displays Sebi’s dedication to ease of doing enterprise whereas sustaining sturdy market integrity.”
She prompt that by requiring digital supply and standardizing disclosure timelines, Sebi is making it simpler for each home and worldwide buyers to evaluate and examine Indian debt securities.
Increase to India’s bond markets
Ketan Mukhija, senior companion at Burgeon Legislation, famous the acute compliance burden confronted by leveraged entities and huge debt issuers.
“If this paper is adopted, governance norms for debt and hybrid securities shall be decreased, which is constructive because it might stimulate extra exercise in India’s debt market,” he mentioned. “As a result of debt market exercise just isn’t that lively in India. There’s lots of fairness. So, I believe it’s going to undoubtedly induce that business-friendly setting by way of higher exercise within the debt market.”
Mukhija pointed to the importance of harmonizing disclosure and materiality occasion guidelines throughout asset lessons. “The disclosure necessities, materiality occasion—they’ve come at par with the fairness type of listed firms,” he mentioned. “For fairness, you must give disclosures in XBRL, you have got this timeline, this format, this manner. It has change into the identical for debt. That’s an excellent level of uniformity. The extra readability and ease there may be, the extra investor confidence there may be.”
“The exercise of the debt market will certainly enhance,” Mukhija mentioned, including the proposals would resonate with each home and international institutional buyers, who’ve lengthy sought readability and ease in Indian debt market laws.
Sebi’s paper highlights that issuer financials are already out there within the public area—on firm and inventory change web sites—and that additional digitalization will solely improve transparency. “Additionally it is pertinent to notice that the financials of the issuer are already in public area viz. web site of the issuer and the inventory exchanges the place the securities are listed.”
The regulator additionally factors to earlier public suggestions, which cited “leisure from sending a bodily copy of financials will result in saving of value and forestall wastage of paper,” and that this “would result in regulatory consistency and ease of doing enterprise.”
The present proposals construct on momentary relaxations launched in the course of the Covid-19 pandemic, when Sebi and the ministry of company affairs allowed digital conferences and digital dispatch of monetary paperwork. These measures have been prolonged repeatedly, most not too long ago via September 2025.
Sebi’s professional committee has now really useful making them everlasting, arguing that digital communication ought to be the default for all listed entities.
