Sebi weighs lighter bond disclosure regime

Sebi is preparing a regulatory reset for debt-only listed companies as it seeks to widen corporate bond issuance, reduce avoidable compliance costs and test a tokenised bond market that could make settlement faster and records more transparent.

The Securities and Exchange Board of India is examining whether companies that list only debt securities should continue to face disclosure and compliance obligations similar to those imposed on equity-listed companies. The review is part of a wider effort to deepen the corporate bond market, where heavy reliance on private placements, limited retail participation and concentration among highly rated issuers have kept market breadth below policy ambitions.

Chairman Tuhin Kanta Pandey, who took charge of the regulator in March 2025, has signalled that the next phase of reform will focus on making the debt market more usable for issuers and investors without weakening safeguards. A pilot framework for tokenising corporate bonds is expected to be launched within six to nine months, testing whether distributed-ledger technology can improve settlement speed, servicing, traceability and operational efficiency.

The proposed easing would be especially relevant for entities that raise money only through listed non-convertible securities and do not have listed shares. Such issuers have argued that several provisions under the Listing Obligations and Disclosure Requirements framework were designed primarily for equity-market governance, where public shareholders carry voting and ownership rights. Debt investors, by contrast, are focused mainly on credit quality, repayment capacity, covenant compliance and timely interest payments.

The regulatory challenge is to separate investor-useful disclosure from procedural duplication. Quarterly financials, credit-rating updates, default alerts, asset-cover statements, related-party exposure and material event reporting remain central to creditor protection. Requirements linked more closely to equity ownership, board-shareholder dynamics and public float may be reviewed where they impose costs disproportionate to the risks faced by bondholders.

India’s corporate bond market has expanded sharply but remains structurally narrow. Net outstanding corporate bonds rose from ₹17.5 trillion in FY2014-15 to about ₹53.6 trillion in FY2024-25, with fresh issuances touching ₹9.9 trillion during 2024-25. The market accounts for roughly 15-16 per cent of GDP, far below deeper Asian and developed markets, and is still dominated by highly rated financial and public-sector issuers.

Private placements remain the preferred route for large borrowers, while public bond issues account for only a small share of overall issuance. That pattern has kept institutional investors at the centre of the market and limited participation by individuals, smaller corporates and lower-rated issuers. For policymakers, the issue is not simply market size but market diversity, liquidity and the ability of bonds to finance infrastructure, housing, manufacturing and growth-stage companies at competitive rates.

Tokenisation is being positioned as a market-infrastructure experiment rather than a replacement for existing bond-market systems. Under such a model, a bond can be represented as a digital token on a permissioned ledger, with ownership transfers, coupon payments and redemption records updated through automated processes. A well-designed pilot could reduce reconciliation gaps, improve audit trails and allow faster post-trade processing while preserving regulatory oversight.

Global fixed-income markets have been exploring tokenisation for similar reasons. Automation through smart contracts can simplify issuance, settlement and corporate actions, while better record keeping can lower operational risk. The benefits, however, depend on legal clarity, interoperability with depositories and clearing systems, cyber-security standards and clear rules on investor rights if technology vendors, wallets or ledger nodes fail.

Sebi’s review also comes amid wider changes in India’s debt-market architecture. Online bond platforms have been brought under regulation, the request-for-quote platform has gained traction, and policymakers are looking at ways to widen access to international debt products through regulated channels. Municipal bonds are also drawing greater attention as cities seek market funding for infrastructure, adding to the broader shift from bank-led financing towards market-based debt.

Investor protection will remain the central test for any relaxation. Lighter disclosure rules could encourage more issuers to list debt securities, but weaker transparency would raise borrowing costs and damage confidence if defaults rise or credit risks are obscured. The most likely outcome is a calibrated framework that retains credit-critical reporting while reducing requirements that do not materially affect bondholder decisions.