Authority: Securities and Exchange Board of India (SEBI) - Informal Guidance Scheme

Request Date: Application submitted with payment on April 24, 2026

Case Overview

Ananya Finance for Inclusive Growth Private Limited, a debt-listed Non-Banking Financial Company (NBFC) incorporated under the Companies Act 2013, has submitted a formal request for interpretive guidance under the SEBI (Informal Guidance) Scheme, 2025. The company seeks clarification regarding the regulatory treatment of unlisted and unsecured debentures transferred from its wholly-owned subsidiary, Prayas Financial Services Private Limited.

The transfer occurred pursuant to a Business Transfer Agreement dated February 28, 2026, through which assets and liabilities, including these unlisted non-convertible debt securities, were transferred from Prayas Financial Services to Ananya Finance. Following this transaction, Ananya Finance has assumed all obligations under these debentures, resulting in consolidation of debt instruments.

The specific regulatory question concerns Regulation 62A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates that listed entities must list all non-convertible debt securities proposed to be issued on or after January 1, 2024, on stock exchanges. Ananya Finance seeks clarification on whether the transfer of these unlisted debentures constitutes a "new issuance" requiring mandatory listing under Regulation 62A, or whether it should be treated as a transfer that does not necessitate fresh listing application.

The company paid a fee of ₹59,000 (₹50,000 + 18% GST) through the SEBI payment module on April 24, 2026, with transaction reference IDFB611479833928, for this interpretive letter request. The company has not requested confidentiality under paragraph 15 of the Scheme.

Final Outcome

This is a request for interpretive guidance, not a final order or decision. The outcome is pending SEBI's response and clarification regarding the regulatory treatment of the transferred unlisted debentures and whether they require mandatory listing under Regulation 62A of SEBI (LODR) Regulations, 2015.

Topics: SEBI Regulation, Debt Securities, Corporate Restructuring