On 20-1-2026, the Securities and Exchange Board of India (‘SEBI’) notified the SEBI (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2026, aim to strengthen the corporate debt framework by recognising retail investors and enabling issuers to extend specified pricing incentives.
Key Points:
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These Regulations aim to strengthen the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, under the powers conferred upon SEBI by Section 30(1) of the SEBI Act, 1992.
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Key changes include the introduction of the term ‘retail individual investor’ which refers to an individual who applies or bids for debt securities for a value of not more than rupees 2 lakhs.
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By setting a clear 2 Lakh threshold, SEBI has:
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Brought greater regulatory clarity and uniformity,
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Enabled issuers to design issue structures specifically tailored for retail investors, and
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Facilitated the introduction of targeted benefits without undermining market integrity.
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Under the revised Regulation 31, issuers are now expressly permitted to provide incentives by way of additional interest or discounted issue pricing to specified categories of investors.
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The categories eligible for these incentives include:
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Senior citizens,
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Women,
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Serving and retired defence personnel,
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Widows and widowers of defence personnel,
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Retail individual investors, and
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Any other category of investors specified by SEBI from time to time.
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