SEBI Notifies 2026 Amendment Regulations Defining 'Retail Individual Investors'

On 20 January, the Securities and Exchange Board of India (SEBI) notified the SEBI Issue and Listing of Non-Convertible Securities (Amendment) Regulations, 2026, to formally define “retail individual investors” and allow issuers to offer incentives to such investors in debt issuances.

The amendment introduces a new definition into the 2021 regulations, classifying a retail individual investor as an individual who applies or bids for debt securities for a value of not more than Rs. 2 lakh.

SEBI has also amended Regulation 31, now expressly permitting incentives such as additional interest or a discount to the issue price for senior citizens, women, serving and retired defence personnel, widows and widowers of defence personnel, retail individual investors, and any other category of investors that SEBI may specify from time to time.

The amendment restricts such incentives to the initial allottee of the debt securities, clarifying that once the securities are transferred or transmitted after allotment, the incentive will not be available to subsequent holders.

These changes amend the SEBI Issue and Listing of Non-Convertible Securities Regulations, 2021, the regulatory framework governing issuance and listing of bonds and other debt securities in the Indian capital markets.

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