SEBI Eyes Easing Disclosure Norms for Debenture Issuers Amid Digitalisation Push

Securities and Exchange Board of India (Sebi) is mulling to ease disclosure obligations for issuers of listed non-convertible securities, including debentures and hybrid instruments. Sebi on July 25 said the proposed changes would remove the requirement for listed companies to physically dispatch copies of annual reports to debenture holders who have not registered online. If the proposed amendments are made, issuers will be required to send only a letter comprising a digital link and a quick-response (QR) code. 

The proposed amendments are open for public consultation until August 15. 

“The objective of this consultation paper is to seek comments/ views/suggestions from the public on the proposal related to the Ease of Doing Business and streamlining compliance requirements for non-convertible securities,” SEBI said in the consultation paper. “Comments on the consultation paper may be sent by August 15, 2025,” the regulator added.

The regulator with its proposed move reportedly aims to reduce compliance costs and put domestic norms at par with international standards. Additionally, it would “minimise the usage of paper and facilitate ‘Go green’ and sustainability initiatives of a listed entity”. The regulator stated that the move will save costs and prevent wastage of paper. 

While SEBI’s proposed amendment will require sometime before it takes a concrete shape, it aligns with the Prime Minister Narendra Modi-led government’s broader move to facilitate ease of doing business in India. It will prove to be another step towards modernisation of India’s disclosure system and easing of corporate compliance norms. 

“The proposal to require dematerialisation of securities for corporate actions like splits, consolidations, and schemes of arrangement is a progressive step that aligns with global best practices and improves investor protection,” managing partner, Mindspright Legal, Akshaya Bhansali told the Mint. “By eliminating outdated provisions such as physical share transfers and proof-of-delivery requirements, Sebi is signalling a shift toward digital-first governance,” Bhansali added.