Listing non-convertible securities: what SEBI requires of the issuer

Does an unlisted operating company come under SEBI just by listing NCDs?

Start where the reader actually is. You run an engineering exporter or a mid-cap manufacturer. Your shares sit with the founding family and two funds; nothing is listed anywhere. The board has just approved a debenture raise because bank credit is expensive and the treasury wants a longer tenor. Somebody has mentioned that the paper will be listed on a stock exchange (that is how the bonds get placed and priced) and your working assumption is that SEBI regulates brokers, funds and listed companies, none of which you are.

That assumption is wrong, and it is wrong at the first regulation in the book. Regulation 3 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 [Last amended on January 21, 2026] applies these regulations to three things: (a) the public issuance of debt securities and non-convertible redeemable preference shares, (b) the private placement of non-convertible securities that are proposed to be listed , and (c) the listing of commercial paper issued in accordance with RBI guidelines. Read limb (b) slowly. It says nothing about your equity. The trigger is the intention to list the paper. The regulations were notified in the Gazette of India on 9 August 2021 by notification No. SEBI/LAD-NRO/GN/2021/39 and come into force on the seventh day from publication (regulation 1(2)).

The consequence is not confined to the transaction. Regulation 20 provides that every issuer of listed non-convertible securities must comply with the listing regulations and such other conditions and disclosure requirements as SEBI specifies. So a debt-only issuer picks up continuous obligations . Those obligations flow from the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and, operationally, from their debt-side companion, the Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper dated Jul 11, 2025. Not the equity LODR chapters that a company secretary reading a general SEBI primer will land on first.

It is worth naming why this material reads badly for you. The whole apparatus (the offer document architecture, the electronic book platform, the trustee certificate chain, the settlement cycles) was written on the assumption that the issuer has a treasury desk, a debt capital markets team and a standing relationship with two exchanges. A mid-cap operating company routes all of it through one company secretary, usually alongside a Companies Act filing calendar and a factory compliance load. Nothing in the regulations scales the obligation down for that. The dates are the same and the penalties are the same.

And there is an escalation almost nobody warns a first-time issuer about. Chapter XII of the Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper dated Oct 15, 2025, read with regulation 50B of the NCS Regulations, 2021, makes a listed entity a 'Large Corporate' if, on the last day of the financial year, three conditions hold cumulatively: it has specified securities or debt securities or NCRPS listed on a recognised stock exchange; it has outstanding long-term borrowings of Rs 1,000 crore or above ; and it carries a credit rating of AA, AA+ or AAA on unsupported bank borrowing or plain vanilla bonds, the highest being taken where multiple ratings exist (Chapter XII, clause 1.2).

A Large Corporate must raise not less than 25% of its qualified borrowings by issuing debt securities, and from FY 2025 onwards that requirement is tested over a contiguous block of three years, with listing-fee and Core Settlement Guarantee Fund incentives for a surplus and an additional Core SGF contribution for a shortfall (Chapter XII, clauses 2.2 and 2.3). In other words, a capital-heavy manufacturer that lists NCDs once can find itself obliged to keep coming back to the bond market. Two exclusions matter: scheduled commercial banks are outside the framework entirely, and External Commercial Borrowings together with inter-corporate borrowings involving holding, subsidiary or associate companies are excluded from both the Rs 1,000 crore outstanding-long-term-borrowings test and from qualified borrowings (Chapter XII, Explanations 2 and 4).

Which SEBI regulation governs the instrument you are actually issuing?

Do the classification work before any procedure. Issuers routinely start reading the wrong rulebook because the instrument names overlap and the master circular covers four instrument families in one document. Get the instrument right and two-thirds of what you are reading turns out not to apply to you.

Regulation 2(1)(k) of the NCS Regulations, 2021 defines 'debt securities' as non-convertible debt securities with a fixed maturity which create or acknowledge indebtedness, including debentures and bonds, whether or not secured. And it expressly excludes security receipts, securitised debt instruments, money market instruments regulated by the Reserve Bank of India, and bonds issued by the Government. That exclusion is the fork in the road.

Securitised debt instruments and security receipts sit under the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 [Last amended on July 06, 2026] , which bind special purpose distinct entities and asset reconstruction companies. An operating company cannot use that route to raise money against its own balance sheet: it is a route for a bankruptcy-remote vehicle holding receivables, not for a manufacturer borrowing against its plant. Municipal debt sits under the Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations, 2015 [Last amendment on July 08, 2026] and is closed to a company altogether. Commercial paper is issued under RBI guidelines and only its listing is governed here, by Chapter VI of the NCS Regulations, 2021 and Chapter XVII of the Oct 15, 2025 master circular.

Also flag Chapter V of the NCS Regulations, 2021, which deals with perpetual debt instruments, perpetual non-cumulative preference shares and similar bank and NBFC regulatory-capital instruments. An ordinary operating company is not issuing these, and the harsher rules attached to them (a Rs 1 crore face value and a mandatory electronic book platform route irrespective of issue size) do not apply to it. A company secretary who reads those rules as general requirements will over-engineer the issue and confuse the board.

Regulation 3 of the NCS Regulations, 2021 applies to private placements of non-convertible securities that are proposed to be listed, whatever the issuer's equity status. Then test the instrument against the regulation 2 definition of 'debt securities'. A fixed-maturity instrument acknowledging indebtedness. If it is really a securitisation of receivables through a special purpose vehicle, you are in the Securitised Debt Instruments and Security Receipts Regulations, 2008 instead, not here. </>), soThat: (<> You know before spending money on advisers whether SEBI is in scope at all, and which of the four instrument families in the Oct 15, 2025 master circular is yours. </>), }, , , , , , ]} conclusion= />

What must be in place before the issuer can make the issue?

Chapter II of the NCS Regulations, 2021 reads as a gating sequence, and regulation 4(2) fixes when the gates are tested: the conditions must be satisfied at the date of filing the draft offer document, at the date of filing the offer document, and at the date of filing it with the Registrar of Companies. A condition that was true at kick-off and false at RoC filing has failed.

The eligibility bars sit in regulation 5(1). No issue may be made at all if the issuer, any of its promoters, any member of the promoter group or any of its directors is debarred by SEBI from accessing the securities market; if a promoter or director is a promoter or director of another company so debarred; if the issuer or any promoter or director is a wilful defaulter; if any promoter or whole-time director is a promoter or whole-time director of another company categorised as a wilful defaulter; if any promoter or director is a fugitive economic offender; or if any fine imposed by SEBI or a stock exchange is pending payment.

Two carve-outs in the provisos to regulation 5(1) matter to an operating company. The wilful-defaulter bars at 5(1)(c) and 5(1)(d) do not apply to a private placement , and a debarment whose period has expired before the filing does not bar the issue. Separately, regulation 5(2) blocks a public issue where the issuer has been in default of payment of interest or repayment of principal on non-convertible securities for more than six months. A bar that is specific to the public route.

Then the mechanical pre-conditions, each tied to its regulation. In-principle approval from every stock exchange where listing is sought, with one of them nominated as the designated stock exchange (regulation 6). A depository arrangement so the securities are issued in dematerialised form and admitted on all depositories (regulation 7). Appointment of a debenture trustee for any issue of debt securities (regulation 8). Appointment of a SEBI-registered Registrar to the Issue with connectivity to all depositories. And the issuer cannot appoint itself (regulation 9). A credit rating from at least one registered credit rating agency (regulation 10). Creation of a Recovery Expense Fund with the designated stock exchange (regulation 11). A debenture redemption reserve or capital redemption reserve under the Companies Act, 2013 (regulation 16). And execution of the trust deed with the debenture trustee (regulation 18).

Three operational rules decide how the paper actually behaves once issued. Interest and dividend are calculated on an Actual/Actual day count convention and every payment must be made on a working day (regulation 14). The record date for payment of interest, dividend, redemption or repayment is fixed fifteen days prior to the due date (regulation 23(7)). And where the instrument carries a call or put option, it may not be exercised before the expiry of one year from the date of issue, with notice to holders and to the debenture trustee at least twenty-one days before the right becomes exercisable (regulations 15(5) and 15(6)).

Name the penalties in the same breath as the duties, because they are what make a slipped date expensive rather than merely embarrassing. Failure to execute the trust deed within the specified period requires the issuer to pay at least 2% per annum over the agreed coupon until it is executed (regulation 18(2)). Default or delay in paying interest or redeeming principal on listed debt securities attracts additional interest of at least 2% per annum over the coupon for the defaulting period (Chapter XVIII, Oct 15, 2025 master circular). And where the issuer has defaulted on interest, on redemption of debt securities, or on creation of security as per the offer document, any distribution of dividend requires the approval of the debenture trustee (regulation 22). A clause a founder-run company should read twice before promising a dividend to the family or to a fund.

Which offer document do you file, and how long does it stay valid?

Separate the two routes cleanly. The documents have different names, different filing points and different lifespans, and mixing the vocabularies is the fastest way to draft the wrong thing.

Public issue. No public issue of debt securities or NCRPS may be made unless a draft offer document is filed, through the lead manager, with every stock exchange where listing is sought (regulation 27(1)). The issuer must appoint one or more SEBI-registered merchant bankers as lead manager, and where there is only one it cannot be an associate of the issuer (regulation 25). The merchant banker itself being bound by the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 . The draft offer document is hosted on the stock exchange website for public comments for five days , reduced to one day where the issuer's specified securities are already listed on a nationwide stock exchange (regulation 27(2) and its proviso). The draft must name a compliance officer, and that officer must be the Company Secretary of the issuer (regulation 27(4)). The lead manager files a due diligence certificate with SEBI before the offer document goes to the Registrar of Companies (regulation 27(6)), and disclosures follow Schedule I read with the Companies Act, 2013 (regulation 28). Operationally, the bidding period must stay open for a minimum of two and a maximum of ten working days (regulation 33(1)); minimum subscription is not less than 75% of the base issue size, and on non-receipt all blocked application money must be unblocked within eight working days of issue closure, failing which interest of 15% per annum runs (regulation 34); over-subscription may be retained up to a maximum of 100% of the base issue size (regulation 42).

Kill a common misconception here. A shelf prospectus is not open to most operating companies. Regulation 41(1) restricts it to public financial institutions and scheduled banks; issuers of tax-free bonds notified by the CBDT; Infrastructure Debt Fund NBFCs; listed entities whose specified securities or publicly issued debt securities have been listed for at least three years and which are LODR-compliant; and NBFCs/HFCs meeting a Rs 500 crore net worth test, three years of operating profits and a rating of not less than AA-. A first-time unlisted issuer files a full prospectus each time it goes to the public.

Private placement. Since regulation 50A the document is a general information document (GID) filed with the stock exchange, valid for one year from the date of opening of the first offer made under it (regulation 50A(2)). Each second or subsequent offer inside that window requires a key information document (KID) covering the offer details, refreshed financial information where the GID's financials have gone stale, and any material changes or developments (regulation 50A(5)). The older architecture of a shelf placement memorandum plus tranche placement memoranda has been superseded, and regulation 47 stands omitted with effect from 6 July 2023. Worth saying out loud, because company secretaries working from a 2022 checklist keep searching for it.

The financial-statement staleness rule has an escape hatch that matters to a group. Audited financial statements in a placement memorandum or GID must be not more than six months old from the date of filing or the issue opening date. But a listed issuer in compliance with the listing regulations, or a subsidiary of a listed entity in such compliance, may instead give unaudited interim financial information in the LODR format together with a limited review report and appropriate risk-factor disclosure (regulations 45(3) and 50A(8)). An unlisted standalone exporter does not get that concession and must plan the raise around its audit calendar.

One last point on privacy. Regulation 44(3A) requires the stock exchange to disclose the placement memorandum and the debenture trustee's due diligence certificates on its own website . An issuer that believes a private placement stays private is mistaken: the document that describes its security package, its covenants and its financials is published.

What does appointing a debenture trustee actually commit the issuer to?

Read this from the issuer's side rather than the trustee's. Regulation 8 of the NCS Regulations, 2021 makes the appointment of a SEBI-registered debenture trustee compulsory for any issue of debt securities. The trustee is registered under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 and operates under the Master Circular for Debenture Trustees (DTs) dated Aug 13, 2025. It is not a formality and it is not the issuer's service provider in any meaningful sense: it is the party that can stop the listing.

The trust deed. Regulation 18 requires it to be executed between the issuer and the trustee in the specified format and within the specified timeline. Deviation from the format is permitted only if a key summary sheet setting out the deviations and the rationale for each is provided in the GID, the KID or the shelf prospectus. Regulation 18(5) bars certain clauses outright: nothing may limit or extinguish the obligations of the issuer or the trustee towards the holders, nothing may waive a provision of the SEBI regulations, and nothing may indemnify either party against liability for negligence. Late execution costs at least 2% per annum over the coupon until it is signed (regulation 18(2)).

The certificate gates that actually control the calendar. For a public issue, the trustee furnishes a due diligence certificate to SEBI and the exchanges at the time the draft offer document is filed and again before the issue opens, and a further certificate when the listing application is filed (regulation 40). For a private placement the trustee furnishes a due diligence certificate to the exchange, and regulation 44(4) is categorical: the stock exchange shall list the debt securities only upon receipt of it .

What the trustee needs before it will sign is set out in Chapter II of the Aug 13, 2025 trustee master circular. Under clauses 2.6.1 and 2.6.2, before making the listing application the issuer must create the charge specified in the offer document or placement memorandum in favour of the debenture trustee and execute the debenture trust deed . The charge must then be registered with the Sub-registrar, the Registrar of Companies, CERSAI or the depository as applicable within 30 days of creation ; a charge that is unregistered, or that cannot be independently verified, is treated as a breach of the covenants or terms of the issue (clause 2.6.3). Encumbrances securing listed debt securities must be created through the depository system, and the definition is deliberately wide. Pledge, hypothecation, mortgage, lien, negative lien, non-disposal undertaking or agreement, and any other restriction on free and marketable title (clauses 2.4.1 and 2.4.2).

The standing obligations the trustee polices. Secured debt securities must be secured by hundred percent security cover , or higher cover if the offer document or the Debenture Trust Deed says so, sufficient to discharge principal and interest at all times (regulation 23(5)). The trustee monitors that cover and supervises the creation of security, the Recovery Expense Fund and the debenture redemption reserve (regulation 24). This is a live obligation, not a closing condition: an exporter whose secured asset base falls with a bad year is in breach even if every coupon has been paid on time.

The Recovery Expense Fund arithmetic. Chapter IV, clauses 1.1 and 1.2 of the Aug 13, 2025 trustee master circular set the contribution at 0.01% of the issue size subject to a maximum of Rs 25 lakh per issuer , deposited with the designated stock exchange at the time of making the application for listing, in cash or cash equivalents including bank guarantees. Where a bank guarantee is used, clause 1.2(c) requires it to remain valid for six months after the maturity date of the listed debt security and to be renewed at least seven working days before expiry , failing which the designated stock exchange shall invoke it. That renewal date belongs in the company secretary's calendar for the life of the instrument, not in the issue file.

Finally, the governance clause that surprises founders most. Regulation 23(6) requires a company issuer's Articles of Association to require its board of directors to appoint the person nominated by the debenture trustee as a director, and regulation 18(6A) requires the trust deed to mandate that appointment not later than one month from receipt of the nomination . A closely held exporter should understand before signing that a default can put an outsider on its board, and should check the AoA early. An amendment needs a general meeting, which is not a same-week exercise.

How many credit ratings does the issue need, and what must be disclosed?

Answer the literal question first, because the misconception is near-universal in board rooms: one . Regulation 10 of the NCS Regulations, 2021 requires the issuer to obtain a credit rating from at least one credit rating agency registered with SEBI and to disclose it in the offer document. Not two. Not one per exchange.

Then the disclosure trap that follows immediately in the same regulation. Where ratings have been obtained from more than one credit rating agency for the issue, all of the ratings must be disclosed in the offer document, including the ratings the issuer did not accept . Approaching two agencies and proceeding with the better grade is permitted; presenting only that grade is not. If the treasury intends to sound out a second agency, treat the first opinion as a disclosure item from the moment it is issued.

Regulation 49 adds a rule that catches issuers who plan to top up an existing series. Consolidation and re-issuance of debt securities requires a fresh credit rating for each re-issuance from at least one SEBI-registered agency, disclosed, with periodic review and disclosure of any change. And the Articles of Association must contain nothing contrary to consolidation and re-issuance. That is the second AoA check on this page, and it is cheaper to run both at the same time as the nominee-director clause in regulation 23(6) than to discover either of them a week before the deed.

It is worth understanding who regulates the agency and why that affects you. The Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999 and the Master Circular for Credit Rating Agencies (CRAs) dated Jul 11, 2025 bind the agency, not the issuer. But they determine how the agency must treat you, which is a practical constraint on what you can structure.

Chapter V of the Oct 15, 2025 issuance master circular makes that concrete for credit-enhanced structures. Where a low-face-value private placement relies on a permitted credit enhancement. A guaranteed bond, a partially guaranteed bond, an SBLC-backed security, debt backed by a pledge of shares or other assets, a guaranteed pooled bond issuance not routed through a trust, an obligor / co-obligor or cross-default guarantee structure, or debt backed by a payment waterfall, escrow or DSRA with a full guarantee or a DSRA replenishment guarantee. The rating agency must verify that the support is unconditional, irrevocable and legally enforceable until all obligations are paid, and that the support provider has a lower probability of default than the issuer on a continuous basis . A promoter guarantee from an entity weaker than the operating company buys nothing.

Close the loop back to section 1. An AA, AA+ or AAA rating on unsupported bank borrowing or plain vanilla bonds is one of the three cumulative conditions of the Large Corporate test in Chapter XII, clause 1.2, and where an entity holds multiple ratings the highest is taken . So a rating upgrade (ordinarily good news that cuts your coupon) can itself pull a borrower with Rs 1,000 crore of long-term borrowings into a standing obligation to raise 25% of qualified borrowings through debt securities.

When must a private placement be routed through the electronic book platform?

Lead with the threshold, and with the fact that it moved. An issuer working from advice given before mid-2025 will get this wrong by a factor of two and a half.

Under Chapter VI, clause 2.1 of the Oct 15, 2025 master circular, a private placement of debt securities or NCRPS must be made through the electronic book provider (EBP) platform if it is: (i) a single issue including any green shoe of Rs 20 crore or more ; (ii) a shelf issue whose tranches cumulatively reach Rs 20 crore or more in a financial year; or (iii) a subsequent issue where the aggregate of all previous issues by the issuer in that financial year equals or exceeds Rs 20 crore. That Rs 20 crore threshold replaced a Rs 50 crore threshold , substituted with the issuance of the circular dated 16 May 2025 (footnote 10 to Chapter VI, clause 2.1).

Limb (iii) is the one that catches operating companies. A company doing four Rs 6 crore raises through the year to fund working capital crosses the line on the fourth without any single issue being large. The test is run against what you have already raised this financial year, not against the issue in front of you.

Two triggers are size-blind. Any private placement of debt securities or NCRPS by an issuer in existence for less than three years goes through the EBP irrespective of issue size (Chapter VI, clause 2.2). And non-equity regulatory capital instruments under Chapter V of the NCS Regulations, 2021 are always on the platform. A bank and NBFC matter, not an operating company one. Issuers below Rs 20 crore may opt into the EBP voluntarily if they want the price discovery.

Who can bid. Eligible participants are qualified institutional buyers as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 , plus any non-QIB specifically authorised by the issuer for that particular issue (Chapter VI, clause 1). The point that trips companies up: the issuer must count non-QIB participants bid for by arrangers when testing its Section 42 of the Companies Act, 2013 limits. The platform runs the auction; it does not run your company-law compliance.

The issuer's own obligations on the platform. The placement memorandum and term sheet must reach the EBP at least two working days before the issue opening date, or at least three working days for an issuer using the EBP platform for the first time (Chapter VI, clause 5.2). The green shoe portion shall not exceed five times the base issue size , and prior-year green shoe usage against base size must be disclosed (clause 5.3.1). The term sheet must state the interest-rate parameter, the bid open and close dates, the minimum bid lot, whether bidding is open or closed, whether allotment is on a uniform or multiple yield basis, whether settlement runs through the clearing corporation or an issuer escrow, and the settlement cycle as T+1 or T+2. Any estimated cut-off yield the issuer chooses to disclose must go to the EBP at least one hour before bidding opens.

Denomination decides who can buy. Chapter V, clauses 1.1 and 2.3 of the same master circular set the face value of each debt security or NCRPS issued on a private placement basis at Rs 1 lakh , with the trading lot always equal to face value. Since 3 July 2024 an issuer may drop to a Rs 10,000 face value only if it appoints at least one merchant banker whose role, responsibilities and obligations are the same as in a public issue, and only where the security is interest or dividend bearing at regular intervals, has a fixed maturity, and carries no structured obligations (clause 1.3). None of this chapter applies to public issues.

Then the clock. Listing of securities issued on a private placement basis must conclude on or before T+3 , where T is the bidding date for EBP issues and the issue open date for non-EBP issues (Chapter VII, clause 3). Delay beyond the specified timeline requires the issuer to pay penal interest of 1% per annum for the period of delay , running from the date of allotment to the date of listing, in addition to the coupon or dividend (Chapter VII, clause 6). Stock exchanges may permit a deviation only within that T+3 outer limit, and only with reasons recorded in writing (clause 8). There is no T+5 by agreement.

An unlisted engineering goods exporter, incorporated in 2011 and with no securities listed on any exchange, decides to raise Rs 60 crore of secured, fixed-coupon NCDs on a private placement basis and to list them. It has raised nothing else in the current financial year, has no green shoe, and has never used the electronic book platform before. It intends a second tranche of Rs 25 crore later in the same financial year. Bidding is targeted for Monday, 9 November 2026, and the issuer chooses a T+1 settlement cycle. </> } result= >

Issuer checklist: board approval to listed ISIN

This is the working checklist, sequenced by when each item must be true rather than by regulation number. Every line carries its source so it can be defended to an auditor, a lender or the debenture trustee without re-reading the regulations.

Block one. Before anything is filed

• Confirm no regulation 5 disqualification touches the issuer, its promoters, the promoter group or any director. SEBI debarment, directorship in a debarred company, wilful defaulter, whole-time directorship in a wilful-defaulter company, fugitive economic offender (regulation 5(1), NCS Regulations, 2021). Note that the wilful-defaulter bars at 5(1)(c) and 5(1)(d) do not apply to a private placement, and an expired debarment does not bar the issue.
• Confirm no fine imposed by SEBI or a stock exchange is pending payment (regulation 5(1)).
• For a public issue, confirm no default on interest or principal on non-convertible securities for more than six months (regulation 5(2)).
• Read the Articles of Association twice. Once for the regulation 23(6) clause obliging the board to appoint the debenture trustee's nominee as a director, and once for anything contrary to consolidation and re-issuance under regulation 49. Both are general-meeting amendments if missing.
• Decide public issue versus private placement and, if public, appoint one or more SEBI-registered merchant bankers as lead manager. A sole lead manager cannot be an associate of the issuer (regulation 25).

Block two. Appointments and approvals

• SEBI-registered debenture trustee appointed for the issue of debt securities (regulation 8).
• SEBI-registered Registrar to the Issue with connectivity to all depositories. The issuer cannot act as its own RTA (regulation 9).
• At least one registered credit rating agency engaged, with every rating obtained (including unaccepted ones) earmarked for disclosure (regulation 10).
• Merchant banker appointed if a Rs 10,000 face value is intended, carrying public-issue-level role, responsibilities and obligations (Chapter V, clause 1.3, Oct 15, 2025 master circular).
• Depository arrangement and admission on all depositories so the securities are issued in dematerialised form (regulation 7).
• In-principle approval from each exchange where listing is sought, with one nominated as the designated stock exchange (regulation 6).
• SCORES authentication obtained for investor grievance redressal (regulation 23(3)).

Block three. Documents and money

• General information document, or prospectus for a public issue , carrying Schedule I disclosures read with the Companies Act, 2013 (regulation 28; regulation 50A).
• Audited financials not more than six months old from filing or issue opening. Or LODR-format unaudited interim figures with a limited review report if the issuer is a LODR-compliant listed entity or the subsidiary of one (regulations 45(3) and 50A(8)).
• Key information document for each second or subsequent private-placement offer inside the GID's one-year validity (regulation 50A(5)).
• Trust deed executed and charge created before the listing application , with the charge registered with the Sub-registrar, RoC, CERSAI or depository as applicable within 30 days of creation (regulation 18; Chapter II, clauses 2.6.1 to 2.6.3, Aug 13, 2025 trustee master circular).
• Recovery Expense Fund of 0.01% of issue size capped at Rs 25 lakh, deposited with the designated stock exchange, with any bank guarantee valid six months past maturity and renewed at least seven working days before expiry (regulation 11; Chapter IV, clauses 1.1 and 1.2, Aug 13, 2025 trustee master circular).
• Debenture redemption reserve or capital redemption reserve created under the Companies Act, 2013 (regulation 16).
• Hundred percent security cover in place for secured issues, or higher where the offer document or trust deed requires it (regulation 23(5)).
• Debenture trustee's due diligence certificate obtained. Without it the exchange will not list (regulation 44(4)).

Block four. Execution and the clock

• EBP route settled if the Rs 20 crore single, shelf or financial-year cumulative threshold is crossed, or if the issuer has been in existence for less than three years (Chapter VI, clauses 2.1 and 2.2, Oct 15, 2025 master circular).
• Placement memorandum and term sheet to the EBP at T-2 , or T-3 for a first-time EBP issuer (Chapter VI, clause 5.2).
• Green shoe within five times base issue size , with prior-year usage disclosed (Chapter VI, clause 5.3.1).
• ISIN by T+1 , settlement by T+1 or T+2 per the chosen cycle, and a complete listing application by T+3 (Chapter VII, clause 3).
• A diary of the standing consequences. Actual/Actual day count and payments only on working days (regulation 14); record date fifteen days before each due date (regulation 23(7)); at least 2% p.a. Additional interest on any payment default (Chapter XVIII); 1% p.a. Penal interest for late listing (Chapter VII, clause 6); at least 2% p.a. For a late trust deed (regulation 18(2)); and debenture trustee approval required for any dividend while a default subsists (regulation 22).
• Check the instrument, do not take our word for it. Open the current versions on sebi.gov.in before relying on any line above. SEBI's own master circular listing page carries superseded versions alongside current ones, so match the date printed on the circular you open against the date cited here.

Update history

• 2026-08-14 First published.