Privately Placed Listed Non-Convertible Debentures – Recent Amendments

1. Introduction

• The Securities and Exchange Board of India ("SEBI"), by way of the SEBI (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023 ("NCS Amendment"), brought into effect certain changes to the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2023 ("NCS Regulations") which set out the regime applicable to various securities, including non-convertible debentures ("NCDs") issued by way of private placement and listed on a stock exchange in India ("Listed NCDs") by a company ("Issuer"). We have set out in Part A (Changes to the NCS Regulations) below, the key changes brought about by the NCS Amendment.

• The amendments can be categorised, broadly, as follows:
  • introduction of general information document and key information document (instead of a placement memorandum) for private placement of non-convertible securities, which we have further elaborated in paragraphs 1 and 2 of Part A (Changes