On May 9, 2025, the Securities and Exchange Board of India (SEBI) issued a Draft Circular titled “Modification to Chapter VII of the Master Circular for listing obligations and disclosure requirements for Non-Convertible Securities, Securitized Debt Instruments and/or Commercial Paper.” This circular seeks to realign disclosure formats and compliance procedures for High Value Debt Listed Entities (HVDLEs) in light of recent amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. SEBI is now inviting public comments on this draft, with the final date for submission being May 30, 2025.
Objective of the Circular
The primary aim of this initiative is to update and streamline the disclosure framework to match recent regulatory amendments. With the introduction of Chapter VA in the LODR Regulations through an amendment dated March 27, 2025, governance norms for HVDLEs are now formally codified in the regulation itself. Consequently, Chapter VII of the existing Master Circular, which previously provided the same, is due for modification to eliminate redundancy and ensure alignment with the updated regulation.
Key Proposals
Secretarial Compliance Report: As per the new Regulation 62M(2), HVDLEs must now submit a secretarial compliance report in a SEBI-specified format within 60 days from the end of each financial year.
Corporate Governance Report: Regulation 62Q mandates submission of a periodic compliance report on corporate governance within 21 days from the end of the relevant period. This report must also include comprehensive disclosures on all material related-party transactions.
These changes aim to enhance transparency and strengthen oversight mechanisms for entities with significant debt listings, thereby safeguarding investor interests and promoting greater accountability.
Conclusion
This draft circular reflects SEBI’s commitment to continuous regulatory refinement, particularly in areas critical to financial stability such as corporate debt. By involving the public, SEBI ensures that regulatory updates are well-rounded and inclusive. Stakeholders—issuers, investors, analysts, and legal experts—are encouraged to review the proposals and provide their input before the May 30, 2025 deadline.
