Regulatory Update: SEBI Grants Extended Relief to Issuers of Non-Convertible Securities

SEBI has issued a circular bearing number SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/83 dated June 5, 2025 extending limited relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) for entities that have listed non-convertible debt securities.

Background:

Previously, vide circular dated October 6, 2023, SEBI had granted a relaxation from Regulation 58(1)(b) of the LODR Regulations until September 30, 2024, in line with the MCA’s earlier General Circular No. 09/2023 dated September 25, 2023.

Regulation 58(1)(b) requires listed entities to send hard copies of financial documents (as outlined under Section 136 of the Companies Act, 2013) to holders of non-convertible securities who have not registered their email addresses with the listed entity or any depository.

Updated Relaxation Timeline & Conditions:

1. For the period from October 1, 2024 to June 5, 2025:

• Entities that have complied with MCA Circular No. 09/2024 and have not sent hard copies of the financial statements (salient features) to investors without registered email IDs will not face penal action for non-compliance with Regulation 58(1)(b) of SEBI LODR Regulations.

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2. For the period from June 6, 2025 to September 30, 2025:

• The above relaxation will continue subject to the condition that:

(a) The listed entity publishes an advertisement in accordance with Regulation 52(8) of the SEBI LODR Regulations.

(b) Such advertisement must include a web link to the statement containing salient features of the financial documents, allowing investors to access the documents digitally.

This move continues SEBI’s recognition of the practical challenges in physical dissemination of documents and supports the broader digital communication ecosystem for listed debt issuers.