SEBI Proposes New Disclosure Formats for ‘High Value Debt Listed Entities’

Draft Circular Dated: 09.05.2025

The Securities and Exchange Board of India (SEBI) has issued a consultation paper proposing amendments to Chapter VII of the Master Circular on Listing Obligations and Disclosure Requirements (LODR) applicable to Non-Convertible Securities (NCS), Securitised Debt Instruments, and/or Commercial Paper.

1. Objective of the Proposed Amendments

The proposed changes aim to align the disclosure formats prescribed in the Master Circular with the provisions of Chapter VA of the LODR Regulations, which specifically govern compliance and corporate governance disclosures for High Value Debt Listed Entities (HVDLEs).

This step is part of SEBI’s ongoing efforts to enhance transparency, improve regulatory consistency, and streamline reporting standards across various categories of listed entities.

2. Scope of Chapter VII and Its Relevance to HVDLEs

Chapter VII of the Master Circular outlines the reporting formats that HVDLEs must follow for –

• Secretarial compliance reports
• Corporate governance disclosures
• Related party transaction (RPT) disclosures

HVDLEs are required to comply with more rigorous governance and disclosure norms, given the scale and public interest implications of their debt issuances.

3. Key Proposals by SEBI

• Revised Format for Secretarial Compliance Report

1. 1. Updated structure to include confirmations on adherence to specific provisions under Chapter VA
   2. Additional certification requirements to strengthen governance oversight

• Revised Corporate Governance Disclosure Format

1. 1. Standardised reporting on board composition, committee structure, and compliance status
   2. Greater alignment with formats applicable to equity-listed companies under Chapter IV

• Revised Format for Related Party Transactions (RPTs)

1. 1. Enhanced disclosure requirements to ensure better transparency of financial dealings between related parties
   2. Mandatory reporting of material RPTs and arm’s length justification

4. Expected Impact of the Amendments

• Consistency Across Regulatory Frameworks – Eliminates discrepancies between circular and regulatory provisions
• Improved Disclosure Quality – Encourages better clarity, comparability, and completeness of reported data
• Strengthened Governance Standards – Reinforces SEBI’s commitment to robust corporate governance practices, especially in the debt market

5. Next Steps and Public Consultation

SEBI has invited public comments on the proposed changes. Once finalised, the revised formats will become mandatory for all HVDLEs, thereby setting a new benchmark for corporate governance disclosures in the debt securities space.

Click Here To Read The Full Circular