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Corporate Laws Central Ministry of Finance Securities and Exchange Board of India Act, 1992

NSDL reiterates the circular issued by SEBI regarding Exemption from the requirement of mandatory merchant banker appointment for debt issued through private placement by certain listed issuers

12-Oct-2026 | NSDL/CIR/II/52/2026

NSDL has reiterated the circular issued by SEBI regarding Exemption from the requirement of mandatory merchant banker appointment for debt issued through private placement by certain listed issuers Through this circular, Issuers & R&T Agents are advised to ensure compliance with the SEBI circular which states: Para 1.3 of the Non- Convertible Shares has been substituted with 'The Issuer may issue debt security or non-convertible redeemable preference share on private placement basis at a face value of Rs. Ten Thousand, subject to the following conditions: a) The issuer shall appoint at least one Merchant Banker, and the role, responsibilities and obligations of the Merchant Banker(s) shall be same as they would be in case of public issue of debt security or non-convertible redeemable preference share. b) The Issuer may not appoint a Merchant Banker, subject to fulfilment of all the following conditions: i. The Issuer is registered/ regulated by a financial sector regulator in India, viz. SEBI, RBI, IRDAI or PFRDA. ii. The Issuer is listed in any segment on any of the recognized Stock Exchange(s) for a period of at least one year and there are no pending fines or penalties levied by SEBI/ Stock Exchanges for non-compliance with any of the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the issuer. Stock Exchange(s) shall confirm the above at the time of granting in-principle approval for the issue. For more information, please refer the attached pdf.

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