Authority: Securities and Exchange Board of India (SEBI) - Nodal Co-ordination Cell
Order Date: July 20, 2026
Case Overview
This informal guidance was issued in response to a request from Ananya Finance for Inclusive Growth Private Limited (a listed entity with debt listed) dated May 18, 2026. The request sought interpretation of Regulation 62A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) in the context of a corporate restructuring.
Ananya Finance's wholly-owned subsidiary, Prayas Financial Services Private Limited, had entered into a Business Transfer Agreement (BTA) dated February 28, 2026. Pursuant to this BTA, specific assets and liabilities of Prayas were transferred to Ananya Finance. This included unlisted, unsecured Non-Convertible Debentures (NCDs) that were originally issued by Prayas on July 4, 2024, to Gojo and Company Inc. (ISIN: INE0M5P08016). The maturity date of these NCDs is July 12, 2027. Following the transfer, Ananya Finance assumed the obligations under these debentures but did not issue any new debenture certificates, amend existing certificates, issue replacement debentures, or create new ISINs. The existing ISINs remained with Prayas.
Ananya Finance sought clarification on whether this assumption of obligations constituted a "new issuance" under Regulation 62A, which would trigger a mandatory listing requirement for these previously unlisted securities.
SEBI's analysis focused on the intent and application of Regulation 62A(1) of the LODR Regulations, which states that a listed entity must list all non-convertible debt securities it proposes to issue on or after January 1, 2024. SEBI concluded that the regulation aims to bring unlisted debt securities of listed entities under a regulatory framework for disclosure and investor protection. The authority determined that the applicability of the regulation cannot be sidestepped based solely on the structure of a transaction (e.g., a business transfer versus a direct issuance). When a listed entity assumes and continues the obligations of outstanding unlisted non-convertible debt securities that were issued on or after January 1, 2024, it must holistically comply with the requirements of Regulation 62A.
Final Outcome
SEBI ruled that the transfer and assumption of the unlisted NCDs from Prayas to Ananya Finance falls under the purview of Regulation 62A of the LODR Regulations. Consequently, Ananya Finance is required to list these debentures on a recognized stock exchange. For the second query regarding procedural requirements, SEBI did not provide specific steps but directed the company to ensure compliance with all operational requirements, including those relating to ISINs, depository records, and listing formalities, as administered by the relevant stock exchanges and depositories.
Topics: SEBI Regulation, Debt Listing, Corporate Restructuring