SEBI Extends Relaxation on Sending Physical Financial Documents to Debt Holders Without Registered Emails [Read Circular]

The Securities and Exchange Board of India (SEBI) has issued a circular dated June 5, 2025, granting an extension of the relaxation from the requirement to send physical copies of financial documents to holders of non-convertible debt securities who have not registered their email addresses.

This circular follows a similar relaxation granted earlier via SEBI’s circular dated October 6, 2023, which was aligned with the Ministry of Corporate Affairs (MCA) General Circular No. 09/2023. The latest relaxation aligns SEBI’s regulatory requirements with the MCA’s General Circular No. 09/2024 dated September 19, 2024, which extended the exemption from sending physical financial documents for Annual General Meetings (AGMs) conducted till September 30, 2025.

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Under Regulation 58(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to send physical copies of key financial statements, including the Board’s Report and Auditor’s Report to holders of debt securities who have not registered their email IDs. Given the continued preference for digital communication and practical challenges in printing and dispatch, SEBI has extended the relief as follows:

• For the period October 1, 2024, to June 5, 2025: Issuers who have complied with MCA Circular No. 09/2024 will not face penal action for not sending physical copies to debt holders without email addresses.
  
  
• For the period June 6, 2025, to September 30, 2025: The same relaxation continues, provided issuers publish an advertisement in accordance with Regulation 52(8) and include a web link to the financial documents specified under Section 136 of the Companies Act, 2013.

This relaxation ensures that holders of non-convertible debt securities have access to financial information without placing an undue burden on issuers, especially in cases where digital communication is already widely adopted.

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SEBI clarified that this circular comes into effect immediately and directed all recognized stock exchanges to disseminate the information to relevant listed entities. The circular has been issued under the authority granted by Section 11(1) of the SEBI Act, 1992, read with Regulation 101 of the SEBI LODR Regulations, 2015.

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