Notification / Circular No. : SEBI/LAD-NRO/GN/2026/29 dated January 20, 2026 Applicable Act / Rule : Securities and Exchange Board of India Act, 1992 Applicable Section / Rule : Regulation 2(1)(gga) , Regulation 31 Effective Date : January 21, 2026
The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 govern the issuance and listing of non-convertible securities by issuers. These regulations apply to issuers offering debt securities on a public issue or private placement basis. The 2021 Regulations have been amended multiple times to address market practices and investor protection measures. This amendment introduces a definition for retail individual investors and clarifies the permissibility of incentives to specified categories of investors.
“(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;”
“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.”
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