Continuous disclosure for a debt-listed issuer under SEBI

Does Chapter V of LODR apply to your company, and at what size do the governance rules switch on?

Start with the boundary, because almost every downstream mistake is a scoping mistake. Regulation 49(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Last amended on July 14, 2026] applies Chapter V only to a listed entity which has listed its non-convertible securities on a recognised stock exchange in accordance with the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 [Last amended on January 21, 2026] . That is the whole test. It turns on what you have listed, not on your turnover, your sector or your shareholding.

It is worth saying plainly what this is not. This is an issuer obligation, not an intermediary obligation. A company secretary or CFO at an engineering exporter or a textile manufacturer is reading the same rulebook as a listed finance company, and nothing in the Stock Brokers, Portfolio Managers, Investment Advisers or Research Analysts regulations and master circulars touches them at all. If a search for "SEBI master circular" returns a document addressed to brokers or advisers, it is the wrong shelf. Section 2 sets out the right one.

There are three population states an operating company can be in. First, listed NCDs and unlisted equity : Chapter V applies, and Chapter IV and Regulation 33 (the equity periodic-results chapter) do not. Second, listed NCDs and listed equity : both regimes run in parallel, neither replaces the other, and you file under Regulation 33 and Regulation 52 both. The one relief is the anti-duplication rule at Annex IX-A paragraph 2 of the Jul 11, 2025 master circular, under which the exchange does not levy a second penalty for the same common obligation already penalised under the equity fines circular. Third, planning to list debt : note Regulation 62A(1), which requires all non-convertible debt securities proposed to be issued on or after January 1, 2024 by an entity whose non-convertible debt securities are already listed to themselves be listed. The old structure (one listed issue for price discovery, everything else placed privately and kept out of the disclosure net) is closed.

Then the size trigger, which is where most mid-cap issuers are currently mis-scoped. Regulation 15(1A) applies Regulations 15 to 27 (the corporate governance block covering board composition, audit committee, nomination and remuneration and related party transactions) to a listed entity which has listed its non-convertible debt securities with an outstanding value of Rupees Five Thousand Crore and above . Chapter VA, inserted with effect from 28 March 2025 , sets a parallel set of governance norms in Regulation 62C(1) for an entity that only has non-convertible debt securities listed at the same threshold and does not have any listed specified securities.

The figure is the point. Rupees Five Thousand Crore was substituted for 'One' Thousand Crore with effect from 22 January 2026 . A company that was a high value debt listed entity through 2025 (and staffed a board and committee structure accordingly) may sit below the line now. And on crossing the threshold mid-year, the proviso to Regulation 62C(1) gives six months from the trigger to comply, with disclosure in the corporate governance compliance report on and from the third quarter following the trigger.

Two definitional points from Regulation 49 itself govern everything downstream, so read them before the operative rules. Explanation (2) defines default as non-payment of interest/dividend or principal amount in full on the pre-agreed date, recognised at the first instance of delay in servicing any interest/dividend or principal amount. There is no cure period and no de minimis inside the definition. Explanation (1) provides that for non-convertible redeemable preference shares and perpetual non-cumulative preference shares, 'interest' reads as 'dividend'. Which is why a company with listed NCRPS cannot argue it has no interest obligation to disclose.

Which SEBI instruments actually govern a debt-listed issuer, and which listed versions are stale?

Five instruments do almost all the work. Getting this shelf right once is worth more than any amount of secondary commentary, because every deadline in this guide is checkable against a paragraph number in one of them.

One. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Last amended on July 14, 2026]. Specifically Chapter V, Chapter VA and Part B of Schedule III. This is the source of every regulation number in this guide.

Two. The Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper , Jul 11, 2025. This is the continuous-obligation operating manual: formats, annexures, default clocks and the fines schedule. Its reference is SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000103 . It incorporates the provisions of circulars issued till June 30, 2025 , came into force from the date of its issuance, and supersedes the circulars listed in its Annex-1. The Master Circular of May 21, 2024 and the circular of June 05, 2025.

Three. The Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper , Oct 15, 2025. The issuance-side companion. You go here for the raise; you do not run the ongoing file out of it, and confusing the two is the commonest reason an issuer looks for a continuous obligation in the wrong document.

Four. The Master Circular for Debenture Trustees (DTs) , Aug 13, 2025. This one is addressed to somebody else (the trustee) and the issuer still has to read it, because Chapter IV (Recovery Expenses Fund), Chapter V (Security Cover Certificate) and Chapter X (Breach of Covenants, Default and Remedies) impose work and cost directly on the issuer. Section 4 of this guide is largely an exercise in reading it.

Five. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 [Last amended on January 21, 2026] , which is the regulation Regulation 49(1) points back to, and which carries the nominee-director requirement in Regulation 23(6).

The equity-side counterpart (the Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities , Jan 30, 2026) belongs on the shelf only if your equity is also listed. A debt-only issuer that files out of it will file the wrong formats.

Regulation 49(1) of the SEBI (LODR) Regulations, 2015 applies Chapter V only to an entity that has listed non-convertible securities under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. Then check Regulation 15(1A) and Regulation 62C(1): the governance threshold is outstanding listed non-convertible debt securities of Rupees Five Thousand Crore and above (substituted for 'One' Thousand Crore w.e.f. 22.1.2026). </>), soThat: (<> You know whether you are running a Chapter V disclosure file only, or a Chapter V file plus the HVDLE governance chapter. And if equity is also listed, that Chapter IV and Regulation 33 run in parallel rather than instead. </>), }, , , , , , ]} conclusion= />

What financial results and ratios must a debt-listed issuer file, and by when?

Regulation 52 is the whole periodic file, and it is worth walking in filing order rather than in clause order.

Regulation 52(1) requires un-audited or audited quarterly and year-to-date standalone financial results within forty-five days from the end of the quarter, and within sixty days from the end of the quarter for the last quarter of the financial year. The second proviso then requires a copy of the same results to be provided to the debenture trustee on the same day. Not the next working day, and not with the covering letter that follows.

Regulation 52(2)(a) : un-audited quarterly results must carry a limited review report from the statutory auditors, in the format specified by the Board. Regulation 52(2)(b) and (ba) : the results must be approved by the board of directors and signed by the chairperson, managing director, whole-time director, or a director authorised by the board. Regulation 52(2)(d) : annual audited standalone and consolidated results within sixty days from the end of the financial year , along with the audit report.

Regulation 52(2A) : a statement of assets and liabilities and a statement of cash flows as at the end of every half year, by way of a note , along with the results. Regulation 52(3)(a) : where the audit opinion is modified, a Statement on Impact of Audit Qualifications; where it is unmodified, a declaration to that effect to the stock exchange.

Regulation 52(4) is the clause that changes the character of the filing for an operating company. Seventeen line items must accompany the results: debt-equity ratio; debt service coverage ratio; interest service coverage ratio; outstanding redeemable preference shares; capital redemption reserve / debenture redemption reserve; net worth; net profit after tax; earnings per share; current ratio; long term debt to working capital; bad debts to account receivable ratio; current liability ratio; total debts to total assets; debtors' turnover; inventory turnover; operating margin percent; and net profit margin percent.

Read that list as a manufacturer or exporter rather than as a financial firm. Debtors' turnover, inventory turnover, bad debts to account receivable and long term debt to working capital are working-capital metrics of a trading business . A debt-listed exporter whose overseas buyer stretches payment, or whose finished-goods stock builds ahead of a shipping season, puts that fact into the public record four times a year in ratio form. Before any narrative disclosure would have required it. An equity-listed peer filing under Regulation 33 discloses none of these.

Regulations 52(7) and 52(7A) : a statement indicating utilisation of issue proceeds and a statement disclosing any material deviation in the use of proceeds must both go along with the quarterly financial results, and keep going until the proceeds are fully utilised or the stated purpose achieved. The formats sit in Chapter IV of the Jul 11, 2025 master circular. Regulation 52(8) : publish the results and the Regulation 52(4) line items within two working days of the conclusion of the board meeting in at least one English national daily circulating in the whole or substantially the whole of India, with the option of a window advertisement carrying a QR code, and the newspaper format at Annex I-A of Chapter I of the master circular.

Now the equity contrast, stated precisely because it is usually stated loosely. The periodicity is aligned : the forty-five / sixty day clock in Regulation 52(1) matches Regulation 33(3)(a) and (d). What differs is content. Regulation 33(3)(b) forces an equity-listed entity with subsidiaries to file quarterly consolidated results; Regulation 52(1) asks a debt-listed entity only for standalone quarterly results, with consolidated results arriving annually under Regulation 52(2)(d). And the Regulation 52(4) ratios have no equity equivalent at all. So a dual-listed group files more; a debt-only group files differently, not less.

Two housekeeping points from Chapter I of the master circular. Paragraph 6 deals with lateness: if results will not be submitted on time, detailed reasons go to the stock exchange within one working day of the due date , or within one working day of the decision to delay where that decision predates the due date. Paragraph 4 sends banking and insurance companies to their own regulators' formats. Which is exactly why a manufacturer should not pick up a bank's published results template as a model.

Who prepares the security cover certificate, how often, and what exactly does the auditor certify?

This is where the two rulebooks interlock (LODR on one side, the debenture trustee master circular on the other) and it is where issuers most often under-file, because the substantive obligation and the operating detail live in different documents with different frequencies.

The substantive obligation first. Regulation 54(1) requires the issuer, in respect of its secured listed non-convertible debt securities, to maintain hundred per cent security cover or higher as per the terms of the offer document / Information Memorandum and/or Debenture Trust Deed, sufficient to discharge the principal amount and the interest thereon at all times. Two drafting points matter operationally: the words 'and the interest thereon' were inserted with effect from 11 April 2022 , and the same amendment renamed 'Asset Cover' as 'Security Cover'. Older trust deeds and older internal certificate templates therefore use the wrong noun and often the narrower coverage test.

Regulation 54(2) requires disclosure of the extent and nature of security created and maintained in quarterly, half-yearly, year-to-date and annual financial statements. Regulation 54(3) requires disclosure of the security cover along with the financial results, in the format specified by the Board. Regulation 56(1)(d) then requires a half-yearly certificate on maintenance of hundred per cent security cover or higher, including compliance with all the covenants, given by the statutory auditor and submitted to the debenture trustee along with the financial results. The single carve-out: it does not apply where the bonds are secured by a Government guarantee.

Now the operating layer, from Chapter V of the Master Circular for Debenture Trustees (DTs) , Aug 13, 2025. Paragraph 1.1: the issuer prepares the security cover certificate on a quarterly basis, and the statutory auditor certifies the book values of the assets in it. Paragraph 1.2: market values with the reference date go in the market value column; where a market value is not ascertainable for loans, receivables or other assets in a quarter, carrying or book value may be given with a written justification. Paragraph 1.3(b): for asset classes where SEBI has prescribed no valuation frequency, the frequency is quarterly. Paragraph 1.4: a separate certificate is prepared for each debenture trustee where there is more than one.

Paragraph 1.5 is the one a manufacturer should read twice: assets that are not paid for cannot be included in any security cover calculation . Plant and machinery bought on unpaid supplier credit, a commissioned line still under retention, imported equipment where the last instalment is outstanding. None of it counts, however faithfully it sits on the fixed asset register. Paragraphs 1.7 and 1.8 handle third party, subsidiary, group or holding company assets: two tables are required, a standalone table and a net summary consolidated table, and the other entity's own statutory auditor certifies its book values. Paragraph 1.9 adds a column, 'Debt not backed by any assets offered as security', which is where unsecured debentures and subordinated debt land.

The trustee has parallel duties that determine what comes back at you. Paragraph 2.1 requires the trustee to certify market values quarterly. Paragraph 2.3 requires it to record reasons where the computed cover has fallen against the previous quarter. Which is the mechanism by which a quietly deteriorating cover becomes a trustee query rather than a discovery at maturity.

State the frequency answer cleanly, because it is routinely garbled: the security cover certificate is prepared quarterly; the statutory auditor's covenant-compliance certificate under Regulation 56(1)(d) is half-yearly, with the financial results. They are two documents. Do not describe either as the other. And on signature: a practising company secretary or practising chartered accountant option existed under the pre-8 October 2020 text of Regulation 56(1)(d) and no longer does. It is the statutory auditor.

Equity LODR has no security cover concept at all. This entire workstream (quarterly certification, book-value attestation, a second auditor at a subsidiary, a trustee re-computing market values) exists only because there is a secured instrument and a trustee standing behind it. An equity-trained compliance team has no muscle memory for any of it.

What has to reach the debenture trustee, and within what time?

Treat the debenture trustee as a second regulator with its own inbox . That is the structural difference from equity LODR, where no comparable counterparty exists. A filing that is clean with the exchange and silent to the trustee is not a clean filing.

Regulation 56(1) , as substituted with effect from October 27, 2025 , requires the listed entity to forward the listed items to the debenture trustee as soon as possible and in any case not later than twenty-four hours from the occurrence of the event or receipt of information. The previous text said only 'promptly'. An issuer working off a checklist drafted before October 2025 therefore has no deadline written into it at all. The clause looks unchanged until you read what it now says.

The Regulation 56(1) list runs as follows. (a) the annual report, at the same time as it is issued, together with an auditor's certificate on utilisation of funds during the project implementation period. With a proviso allowing an annual certificate where the debentures fund working capital, general corporate purposes or capital raising. (b) notices, resolutions and circulars for new issues and for meetings of holders. (c) intimations on any revision in rating, any default in timely payment of interest or redemption, failure to create charge on the assets, and all covenants of the issue including side letters and accelerated payment clauses. (d) the half-yearly statutory auditor certificate on security cover and covenant compliance dealt with in section 4.

Regulation 56(1A) then closes the gap between the two inboxes: all material events or information disclosed to the stock exchange under Regulation 51 must be disclosed to the debenture trustee at the same time , so far as they relate to interest, principal, issue and terms of the non-convertible debt securities, rating, creation of charge on assets, notices, resolutions and meetings of holders.

Regulation 56(2) is the clause an equity-only team has never encountered: the issuer must forward any information the trustee seeks and provide access to relevant books of accounts . That is an audit-style intrusion right held by a private counterparty, exercisable without a regulator in the loop. Regulation 56(3) allows information to be sent electronically or by fax with the trustee's consent, which is worth agreeing in writing at the outset so the twenty-four hour clock is not spent on logistics.

Then the funding and escalation architecture the issuer pays for. Chapter IV paragraph 1.1 of the Master Circular for Debenture Trustees (DTs), Aug 13, 2025 requires a Recovery Expense Fund of 0.01% of the issue size subject to a maximum of Rs 25 lakhs per issuer , deposited with the Designated Stock Exchange at the time of applying for listing, in cash or by bank guarantee. Where a bank guarantee is used it must stay valid for six months past maturity and be renewed at least seven working days before expiry , failing which the exchange invokes it. That renewal date belongs in the annual calendar, not in a treasury spreadsheet.

And the nominee director mechanism, which founders should understand before it is exercised rather than after. Regulation 23(6) of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 requires a company issuer's Articles of Association to oblige its board to appoint the debenture trustee's nominee, and Chapter X paragraph 2.2 of the debenture trustee master circular requires other issuers to undertake that a non-executive or independent director will be so designated. A closely held, founder-led exporter can find a trustee-appointed director on its board through a document its board approved at the time of the raise.

Finally, Chapter III of the debenture trustee master circular establishes the Security and Covenant Monitoring System. Which is why the issuer is asked to upload asset and charge data into a system rather than email a spreadsheet, and why the record of what you uploaded and when is itself evidence.

When does a missed payment become a disclosable default, and which clock applies to which borrowing?

Start with the definition, because it is stricter than commercial intuition. Explanation (2) to Regulation 49 defines default as non-payment of interest/dividend or principal amount in full on the pre-agreed date, and it is recognised at the first instance of delay in servicing any interest/dividend or principal amount. There is no cure period, no de minimis and no grace built into the definition itself. Whatever your facility agreement calls a technical delay, the regulation calls a default.

The same definition is repeated in Chapter X paragraph 1.1 of the Master Circular for Debenture Trustees (DTs), Aug 13, 2025, and paragraph 1.2 of that chapter fixes an event of default at ISIN level. So one defaulted ISIN does not automatically pull in other ISINs issued under the same offer document.

Then the clocks split by instrument.

Listed non-convertible securities. Regulation 51(1), with its Explanation, requires disclosure not later than twenty-four hours from the date of occurrence of the event or receipt of information, with a disclosure made after twenty-four hours to be accompanied by an explanation for the delay. Part B of Schedule III then names the specific triggers: item (1) requires disclosure of an expected default as soon as it becomes apparent; item (4) covers any action adversely affecting interest payment, including failure to create a charge; item (9) covers delay or default beyond three months from the due date; item (11) covers any instance of default or delay, including any proposal for rescheduling or postponement. Separately, Regulation 57 requires a certificate on the status of payment of interest, dividend, repayment or redemption within one working day of it becoming due. Which means you file a certificate even where you paid in full and on time. The format is at Chapter XI paragraph 2.2 of the Jul 11, 2025 master circular.

Bank and financial institution loans, and unlisted debt securities. Chapter V of the Jul 11, 2025 master circular exists precisely because Indian bodies corporate are primarily reliant on bank loans, and it uses a different clock. Default means non-payment in full on the pre-agreed payment date. For a revolving facility such as cash credit , default arises only if the outstanding balance remains continuously in excess of the sanctioned limit or drawing power, whichever is lower, for more than 30 days (proviso to paragraph 3.1.2). Disclosure for bank or financial institution loan defaults continuing beyond 30 days is due promptly and not later than 24 hours from the 30th day of the default (paragraph 3.2.1). Disclosure for unlisted NCDs and NCRPS is due not later than 24 hours from the occurrence (paragraph 3.2.2).

The two formats at paragraph 3.3.1 differ. For a loan default: name of the lender, date of default, current default amount split into principal and interest in Rs crore, details of the obligation, total borrowings from banks and financial institutions, and total financial indebtedness including short-term and long-term debt. For an unlisted security: ISIN, number of investors as on the date of default, and amount issued through debt securities.

Over the top of both sits a quarterly overlay. Paragraph 3.3.2 requires a summary statement within 7 days from the end of the quarter where, on the last date of the quarter, a bank or financial institution loan default continues beyond 30 days, or an unlisted debt security is under default. Note the mechanics: whether this fires depends on how long the default had run as at quarter end, so the same rupee shortfall generates a different filing set depending on the calendar.

Two consequences the CFO must know before the board meets. First, the proviso to Regulation 61(1) bars the listed entity from declaring or distributing any dividend where it has defaulted in payment of interest on debt securities, or in redemption thereof, or in creation of security as per the terms of issue. Second, Chapter X paragraph 3.3 of the debenture trustee master circular starts a trustee-side process that runs on its own timetable: notice to investors within three days of the event of default (paragraph 3.3.1); consent to be given within 15 days from the date of the notice (paragraph 3.3.2(c)); a meeting of holders of listed debt securities convened within 30 days of the event of default unless the default is cured before the meeting date (paragraph 3.3.3). Consent is negative for enforcement of security and positive for signing an Inter-Creditor Agreement, and the trustee is barred from enforcing where a majority of holders dissent.

The equity contrast is stark. An equity-listed company discloses defaults under Regulation 30 and Part A of Schedule III, filtered through a materiality policy and split between a twelve-hour and a twenty-four hour clock. On the debt side there is no materiality filter on payment failure at all . A missed rupee of coupon is a default; the only question is which clock it runs on.

Meridian Alloys Limited is an Indian engineering exporter. Its equity is unlisted and closely held by the founding family. It has Rs 380 crore of secured non-convertible debentures listed across two ISINs, issued in 2024 with a quarterly coupon payable on the last day of each calendar quarter, and a single debenture trustee. Its outstanding listed non-convertible debt securities are well below the Rupees Five Thousand Crore threshold, so it is not a high value debt listed entity. Separately, it has a Rs 150 crore rupee term loan from a scheduled commercial bank and a Rs 90 crore cash credit facility. A large European buyer stretches payment on two shipments. Meridian does not pay the Rs 12 crore term loan instalment that falls due on Wednesday 20 May 2026. The instalment is still unpaid through June. The listed NCD coupon due on 30 June 2026 is paid in full and on time. The board meets on Tuesday 11 August 2026 to approve the results for the quarter ended 30 June 2026. </> } result= >

Which events must be reported under Part B of Schedule III, and how does that list differ from equity Regulation 30?

Regulation 51(1) is the general obligation: promptly inform the stock exchange of all information having a bearing on performance or operation, price sensitive information, or any action affecting payment of interest, dividend or redemption. Regulation 51(2) makes Part B of Schedule III the indicative list of what that means. Regulation 51(3) requires everything disclosed to the exchange to be hosted on the entity's own website for a minimum of five years , and thereafter as per its archival policy.

Rather than reciting Part B, group it the way a company secretary would build a trigger list.

Payment and security items. Expected default as soon as apparent (1); attachment or prohibitory orders (2); redemption, reduction, cancellation or retirement actions (3); actions adversely affecting interest payment, including failure to create a charge (4); change in form or nature of the securities or in holders' rights (5); delay or default beyond three months (9); failure to create charge within the stipulated time (10); any instance of default or delay, including rescheduling proposals (11).

Business items an exporter or manufacturer will actually hit. Changes in the general character or nature of business or activities, disruption of operation due to natural calamity, and commencement of commercial production or commercial operations (6); strikes and lock outs bearing on repayment capacity (7). A cyclone-hit port, a new line commissioned, a plant stoppage. These are reportable here in a way they are not on the equity side, because the framing is repayment capacity.

Counterparty and credit items. Letters or comments from the debenture trustee on payment or security (8); any revision in the rating (13); change in debenture trustee, credit rating agency or registrar to an issue and share transfer agent (28); and comfort letter, guarantee or any credit enhancement provided by the listed entity to a third party (29) . Flag that last one hard. A mid-cap group routinely gives comfort to a subsidiary, a joint venture or an overseas distributor as a matter of ordinary commercial housekeeping, signed at treasury level, and never recognises it as a reportable event.

Covenant and structure items. Change in terms of issue, redemption, or exercise of call/put options (25); change in covenants or breach of covenants (26); forfeiture of unclaimed interest, dividend or principal (27).

Distress items. Resolution plan or restructuring of bank borrowings, with five listed stages running from the decision to initiate through to implementation (20); one-time settlement with a bank (21); winding-up petition filed by any party or creditor (22); and the full corporate insolvency resolution process sequence under the Insolvency Code (24). Item (20) is worth reading closely, because it makes the process reportable, not only its outcome.

Governance items. Major change in board composition amounting to change in control under the Takeover Regulations (12); fraud or defaults by the entity, promoter, director, key managerial personnel, senior management or subsidiary, or arrest of any of them, whether in India or abroad (17); change in directors, key managerial personnel, auditor and compliance officer (18); auditor resignation with detailed reasons, within twenty-four hours of receipt (19); proceedings of general meetings (23).

Board outcome items. Within thirty minutes of closure of the meeting for a decision on fund raising by non-convertible securities and for financial results (16), with the multi-day meeting proviso. And finally the residual catch-all at item (30).

The equity contrast, made concrete. Regulation 30(6) gives an equity-listed entity thirty minutes for board decisions, twelve hours for events emanating from within the listed entity, and twenty-four hours for events emanating from outside it, with a seventy-two hour path for litigation claims held in the structured digital database. Regulation 51 gives a flat twenty-four hours with a duty to explain a late filing. Part B is a different list from Part A , written around the ability to service and secure debt. An equity-trained team that imports a Part A materiality policy will over-report ordinary business events and under-report guarantees, covenant changes and trustee correspondence. Which is exactly the wrong way round.

Close with the website obligation, which is separate and continuous. Regulation 62(1) requires the entity's website to carry details of its business, board composition, financial information including the notice of the results meeting, contact details for grievance redressal, the name and full contact details of the debenture trustees, all credit ratings updated immediately upon revision , statements of deviation and variation, and the annual return under section 92 of the Companies Act, 2013. Annex IX-A treats website non-compliance as an advisory or warning letter escalating to Rs 10,000 per instance beyond four in a financial year .

Compliance calendar and filing checklist for a debt-listed operating company

This is meant as a working artefact, not a summary. Four blocks: what recurs every quarter, every half year and every year, and what fires only on a trigger.

Block one. Every quarter

• Prior intimation of the results board meeting to the stock exchange, at least two working days in advance excluding the date of intimation and the date of the meeting. Regulation 50(1).
• Board outcome within thirty minutes of closure of the meeting. Part B of Schedule III, item (16).
• Standalone results with limited review report within forty-five days, sixty for the last quarter (Regulations 52(1) and 52(2)(a)) with a copy to the debenture trustee the same day.
• The seventeen Regulation 52(4) line items , including debtors' turnover, inventory turnover and long term debt to working capital.
• Utilisation and material deviation statements (Regulations 52(7) and 52(7A)) until proceeds are fully utilised or the purpose achieved.
• Security cover disclosure with the results. Regulation 54(3).
• Newspaper publication within two working days of the board meeting. Regulation 52(8).
• Security cover certificate prepared for the quarter , with the statutory auditor certifying book values. Chapter V, paragraph 1.1, Master Circular for Debenture Trustees (DTs), Aug 13, 2025.
• Quarterly default statement within seven days of quarter end if a bank or financial institution loan default has run beyond thirty days, or an unlisted debt security is in default, on the last day of the quarter. Chapter V, paragraph 3.3.2, Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper, Jul 11, 2025.

Block two. Every half year

• Statement of assets and liabilities and statement of cash flows , by way of a note, along with the results. Regulation 52(2A).
• Statutory auditor certificate on maintenance of security cover and compliance with all covenants , to the debenture trustee with the financial results. Regulation 56(1)(d). Not applicable where the bonds are secured by a Government guarantee.

Block three. Every year

• Annual audited standalone and consolidated results within sixty days of financial year end with the audit report, and where the opinion is modified, the Statement on Impact of Audit Qualifications. Regulations 52(2)(d) and 52(3)(a).
• Annual report to the exchange and to the trustee. Regulation 53(2) and Regulation 56(1)(a).
• Each rating reviewed at least once a year by a credit rating agency registered with SEBI. Regulation 55, with the Chapter XI Annex format.
• Auditor's certificate on utilisation of funds. Regulation 56(1)(a) and its proviso, which allows an annual certificate where the debentures fund working capital, general corporate purposes or capital raising.
• Recovery Expense Fund bank guarantee renewal at least seven working days before expiry. Chapter IV, paragraph 1.1, Master Circular for Debenture Trustees (DTs), Aug 13, 2025. Miss it and the exchange invokes the guarantee.

Block four. On trigger

• Payment status certificate within one working day of interest, dividend or principal becoming due (Regulation 57) whether or not you paid, and per ISIN.
• Record date notice at least three working days in advance, excluding the date of intimation and the record date. Regulation 60(2).
• Prior stock exchange approval plus holder consent before any material modification to the coupon or redemption structure. Regulations 59(1) and 59(2)(b), the latter requiring written consent of holders of not less than three-fourths by value of that class.
• Part B of Schedule III events within twenty-four hours , with an explanation if filed later. Regulation 51(1) and its Explanation. Board decisions within thirty minutes under item (16).
• Default disclosures on the Chapter V clocks. 24 hours from the 30th day for bank and financial institution loans; 24 hours from occurrence for unlisted NCDs and NCRPS; revolving facilities only after more than 30 continuous days of excess.

Governance sub-block. Only above Rs 5,000 crore outstanding

• Regulations 15 to 27 apply to a listed entity with outstanding listed non-convertible debt securities of Rupees Five Thousand Crore and above. Regulation 15(1A).
• Chapter VA governance norms under Regulation 62C(1) where the entity only has non-convertible debt securities listed at that threshold and has no listed specified securities; Chapter VA was inserted with effect from 28 March 2025. On a mid-year trigger, six months to comply, with disclosure in the corporate governance compliance report on and from the third quarter following the trigger.

Frequently asked questions

Our equity is unlisted but we have listed NCDs. Do we have to follow the equity LODR rules on board composition, related party transactions and quarterly results?

Not by default. Regulation 49(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applies Chapter V only to a listed entity which has listed its non-convertible securities in accordance with the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. Chapter IV and Regulation 33, which carry the equity obligations including quarterly consolidated results, do not apply to you. Your periodic results obligation is Regulation 52, not Regulation 33: standalone quarterly results within forty-five days, sixty days for the last quarter, with consolidated results required annually under Regulation 52(2)(d). The corporate governance requirements in Regulations 15 to 27 (board composition, audit committee, related party transactions) switch on only through Regulation 15(1A), at an outstanding listed non-convertible debt securities value of Rupees Five Thousand Crore and above, and Chapter VA sets a parallel set in Regulation 62C(1) at the same threshold for an entity with no listed specified securities. Below that figure a debt-only listed entity runs a Chapter V disclosure file, not an equity governance file. If your equity is also listed, both regimes run in parallel rather than one replacing the other.

We missed a term loan instalment to our bank. The loan is not a listed security, so do we still have to tell the stock exchange, and how soon?

Yes, once the default has run beyond thirty days. Chapter V of the Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper dated Jul 11, 2025 exists precisely because Indian bodies corporate are primarily reliant on bank loans. Default means non-payment of interest or principal in full on the pre-agreed payment date, so it exists from the date you missed the instalment, not from the date the bank classifies the account. Paragraph 3.2.1 requires disclosure to the stock exchange for a bank or financial institution loan default continuing beyond 30 days, promptly and not later than 24 hours from the 30th day of such default. A revolving facility such as cash credit is treated differently: under the proviso to paragraph 3.1.2 you are in default only if the outstanding balance remains continuously in excess of the sanctioned limit or drawing power, whichever is lower, for more than 30 days. Separately, paragraph 3.3.2 requires a summary quarterly statement within 7 days from the end of the quarter if, on the last date of the quarter, the bank or financial institution loan default continues beyond 30 days. Unlisted non-convertible debentures and NCRPS run on a different clock again. 24 hours from occurrence of the default.

How often does the security cover certificate have to be prepared, and does our statutory auditor have to sign it or can a practising company secretary do it?

Two different documents are being confused here, and they run on different frequencies. The security cover certificate itself is prepared by the issuer on a quarterly basis, and the issuer's statutory auditor certifies the book values of the assets in it. Chapter V, paragraph 1.1 of the Master Circular for Debenture Trustees (DTs), Aug 13, 2025. Separately, Regulation 56(1)(d) of the SEBI (LODR) Regulations, 2015 requires a half-yearly certificate on maintenance of hundred per cent security cover or higher, including compliance with all the covenants, given by the statutory auditor and submitted to the debenture trustee along with the financial results. So: certificate quarterly, statutory auditor covenant certificate half-yearly. On who signs, the answer is the statutory auditor. The option of a practising company secretary or practising chartered accountant existed under the earlier text of Regulation 56(1)(d) and no longer does. The only carve-out in Regulation 56(1)(d) is that it does not apply where the bonds are secured by a Government guarantee.

At what level of outstanding listed debt do the SEBI corporate governance requirements start applying to a company that has no listed equity?

Rupees Five Thousand Crore of outstanding listed non-convertible debt securities. Regulation 15(1A) of the SEBI (LODR) Regulations, 2015 applies Regulations 15 to 27 to a listed entity which has listed its non-convertible debt securities at that outstanding value and above, and Chapter VA (inserted with effect from 28 March 2025) sets parallel corporate governance norms in Regulation 62C(1) for an entity that only has non-convertible debt securities listed at the same threshold and does not have any listed specified securities. The figure matters because it changed: Rupees Five Thousand Crore was substituted for 'One' Thousand Crore with effect from 22 January 2026, so a mid-cap issuer that was inside the net during 2025 may sit outside it now, and a compliance calendar built on the older threshold will be over-scoped. Where an entity crosses the threshold during a financial year, the proviso to Regulation 62C(1) gives six months from the trigger to comply, with disclosure in the corporate governance compliance report on and from the third quarter following the trigger.

SEBI's website still shows an older master circular with the same name as the current one. How do I tell which version is actually in force?

Read the circular's own opening paragraphs rather than trusting the listing page, and never infer a date from the URL. SEBI's master circular listing page currently carries twenty-five rows, but four of them are superseded versions still on display: Master Circular for Research Analysts, Master Circular for Investment Advisers and Master Circular for Registrars to an Issue and Share Transfer Agents each appear at both a June 2025 and a February 2026 date, and Master Circular for Issue of Capital and Disclosure Requirements appears at both November 11, 2024 and February 9, 2026. In each pair the later document is current. None of the four is a debt instrument, so a debt-listed issuer's own shelf is unaffected. But a search by title alone will hand you a dead version. The reliable test is inside the document: a current master circular states the date up to which it incorporates circulars and lists the instruments it supersedes in its annex. The Jul 11, 2025 master circular for non-convertible securities, reference SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000103, states that it incorporates circulars issued till June 30, 2025, came into force from the date of its issuance, and supersedes the circulars listed in its Annex-1. Also note that the month-year in a sebi.gov.in legal URL is when that version was posted, not when the instrument was issued (the LODR Regulations, 2015 sit under a jul-2026 path) so a URL is never evidence of an issue date.

Update history

• 2026-08-14 First published.