MASTER CIRCULAR
SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137 Issued on: October 15, 2025
Last updated on: May 22, 2024
To,
Issuers who have listed and/ or propose to list Non-convertible Securities, Securitised
Debt Instruments, Security Receipts, Municipal Debt Securities or Commercial
Paper1;
Recognised Stock Exchanges;
Registered Depositories;
Registered Credit Rating Agencies, Debenture Trustees, Depository Participants,
Stock Brokers, Merchant Bankers, Registrars to an Issue and Share Transfer Agents,
Bankers to an Issue;
Sponsor Banks;
Self-Certified Syndicate Banks; and
National Payments Corporation of India
Madam/ Sir,
Sub: Master Circular for issue and listing of Non-convertible Securities, Securitised
Debt Instruments, Security Receipts, Municipal Debt Securities and
Commercial Paper
1. For effective regulation of issue and listing of Non-convertible Securities, Securitised
Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper,
the Securities and Exchange Board of India has been issuing various Circulars from time
to time.
2. Vide notification no. SEBI/LAD-NRO/GN/2021/39 dated August 09, 2021, SEBI (Issue
and Listing of Non-Convertible Securities) Regulations, 2021 (hereinafter referred to as
the SEBI NCS Regulations, 2021) were notified, pursuant to merger and repeal of the
SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as
the SEBI ILDS Regulations, 2008) and SEBI (Issue and Listing of Non-Convertible
Redeemable Preference Shares) Regulations, 2013 (hereinafter referred to as the SEBI
NCRPS Regulations, 2013).
3. Since the notification of the SEBI ILDS Regulations, 2008 and the SEBI NCRPS
Regulations, 2013 and subsequent notification of SEBI NCS Regulations, 2021, SEBI
has issued multiple circulars covering procedural and operational aspects thereof.
1Unless specified otherwise, all the chapters are applicable to an issue of Non-convertible securities;
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4. In order to enable the issuers of Non-convertible Securities, Securitised Debt
Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper and
other market stakeholders to have an access to all the applicable circulars/ directions
in the subject matter at one place, this Master Circular is issued. This Master Circular
has been updated to incorporate the provisions of the Circular(s) issued till June 30,
2025.
5. With the issuance of this Master Circular, all directions/instructions contained in the
Circulars listed out in the Annexure - 1 to this Master Circular shall stand rescinded
to the extent they relate to issue and listing of Non-convertible Securities, Securitised
Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial
Paper.
6. Notwithstanding such rescission, -
a. anything done or any action taken or purported to have been done or taken
under the rescinded circulars, prior to such rescission, shall be deemed to
have been done or taken under the corresponding provisions of this Master
Circular;
b. any application made to the Board under the rescinded circulars, prior to
such rescission, and pending before it shall be deemed to have been made
under the corresponding provisions of this Master Circular; and
c. the previous operation of the rescinded circulars or anything done or
suffered thereunder, any right, privilege, obligation or liability acquired,
accrued or incurred under the rescinded circulars, any penalty, incurred in
respect of any violation committed against the rescinded circulars, or any
investigation, legal proceeding or remedy in respect of any such right,
privilege, obligation, liability, penalty as aforesaid, shall not be affected by
such rescission and shall be enforceable as if the rescinded circulars had
continued to be in force.
7. Recognized Stock Exchanges, Depositories, other SEBI registered intermediaries,
Issuers and other stakeholders are directed to:
7.1. Disseminate the provisions of this circular on their website;
7.2. comply with the conditions laid down in this circular;
7.3. put in place necessary systems and infrastructure for implementation of this
circular;
7.4. make consequential changes, if any, to their respective bye-laws, rules and
regulations and bidding portal; and
7.5. Communicate and create awareness amongst stakeholders.
7.6. Monitor the compliance of this circular by issuer companies, as applicable
8. This Master Circular is issued in exercise of powers conferred under Section 11(1) of
Securities and Exchange Board of India Act, 1992, Regulation 55 of SEBI NCS
Regulations, 2021; Regulation 29 of SEBI ILDM Regulations 2015; Regulations 48 of
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SEBI SDI Regulations, 2008, to protect the interests of investors in securities and to
promote the development of, and to regulate, the securities market.
9. This Master Circular is available on the SEBI website at www.sebi.gov.in under the
category “Legal  Master Circulars”.
Yours faithfully,
Rohit Dubey
General Manager
Department of Debt and Hybrid Securities
+91 – 022 2644 9510
rohitd@sebi.gov.in
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Table of contents:
LIST OF ABBREVIATIONS ..................................................................................................................................... 6
Chapter I - Application process in case of public issues of securities and timelines for listing .......................... 9
Annexure-IA ................................................................................................................................................ 20
Chapter IIA – Application form ......................................................................................................................... 22
Annexure – IIA: Application form for Resident Applicant ......................................................................... 23
Annexure – IIB: Application form for NRI Applicant .................................................................................. 25
Annexure – IIC: Instructions for completing the Application Form .......................................................... 27
Chapter IIB – Abridged Prospectus ................................................................................................................... 34
Annexure – IID Format of Abridged Prospectus ........................................................................................ 36
Chapter III – Day count convention, disclosure of cash flows and other disclosures in the offer document .. 40
Chapter IV – Additional Disclosures by Non-Banking Finance Company or Housing Finance Company or Public
Financial Institution .......................................................................................................................................... 42
Chapter V – Denomination of issuance and trading of Non-convertible Securities......................................... 47
Chapter VI - Electronic Book Provider platform ............................................................................................... 49
Annexure-VI A ............................................................................................................................................. 63
Chapter VII - Standardization of timelines for listing of securities issued on a private placement basis ........ 65
Chapter VIII - Specifications related to ISIN for debt securities ....................................................................... 69
Chapter IX – Green Debt Securities .................................................................................................................. 75
Annexure IX-A ............................................................................................................................................. 79
Chapter IX-A – Dos and don’ts relating to green debt securities to avoid occurrences of greenwashing ....... 87
Chapter IX-B – Additional Requirements for the issuers of Transition Bonds ................................................. 87
Chapter IX-C – Framework for Environment, Social and Governance (ESG) Debt Securities (other than green
debt securities) ................................................................................................................................................. 90
Annexure-IX-C-A ......................................................................................................................................... 94
Annexure-IX-C-B .......................................................................................................................................... 97
Chapter X - Structured or market linked debt securities................................................................................ 100
Chapter XI - Operational framework for transactions in defaulted debt securities post maturity date/
redemption date ............................................................................................................................................. 103
Chapter XII - Fund raising by issuance of debt securities by large corporate ................................................ 108
Annexure - XIIA ......................................................................................................................................... 113
Annexure - XIIB ......................................................................................................................................... 115
Chapter XIII - Issuance, listing and trading non-equity regulatory capital ..................................................... 117
Chapter XIV – Centralized Database for corporate bonds/ debentures ........................................................ 119
Annexure - XIV-A ....................................................................................................................................... 121
Annexure - XIV-B ....................................................................................................................................... 150
Annexure - XIV-C ....................................................................................................................................... 153
Chapter XV – Reporting of primary issuances ................................................................................................ 154
Annexure - XV-A ....................................................................................................................................... 155
Annexure - XV-B ........................................................................................................................................ 155
Annexure - XV-C ........................................................................................................................................ 155
Chapter XVI – Reporting of trades .................................................................................................................. 156
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Chapter XVII - Listing of Commercial Paper .................................................................................................... 160
Chapter XVIII – Additional interest for non-payment of interest/ redemption ............................................. 167
Chapter XIX – Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their
Websites ......................................................................................................................................................... 168
Annexure - XIX - A ..................................................................................................................................... 169
Annexure - XIX - B ..................................................................................................................................... 187
Chapter XX - Bank account details for payment of fees ................................................................................. 189
Chapter XXI - Registration and regulatory framework for Online Bond Platform Providers (OBPPs) ....... 191
Annexure - XXIA ........................................................................................................................................ 194
Annexure – XXIB ....................................................................................................................................... 199
Annexure - XXIC ........................................................................................................................................ 200
Chapter XXII - Request for Quote (RFQ) platform for trade execution and settlement of trades in listed Non-
convertible Securities, Securitized Debt Instruments, Municipal Debt Securities and Commercial Paper ... 201
Chapter XXIII – Nominee Directors ................................................................................................................. 203
Chapter XXIV – Contribution by eligible Issuers of debt securities to the Settlement Guarantee Fund of the
Limited Purpose Clearing Corporation for repo transactions in debt securities ............................................ 204
Chapter XXV – Introduction of Legal Entity Identifier (LEI) for issuers who have listed and/ or propose to list
non-convertible securities, securitised debt instruments and security receipts ........................................... 206
Chapter XXVI – Introduction of Liquidity Window facility for investors in debt securities through Stock
Exchange mechanism ..................................................................................................................................... 208
Annexure - 1 ................................................................................................................................................... 214
List of circulars superseded: ........................................................................................................................... 214
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LIST OF ABBREVIATIONS
Abbreviation Full form
AoA Articles of Association
ALM Asset Liability Management
AMFI Association of Mutual Funds in India
ASBA Application Supported by Blocked Amount
AT1 Additional Tier 1
AUM Assets Under Management
BSE Bombay Stock Exchange
BPS Basis points
BTI Banker to an Issue
CAS Consolidated Account Statement
CC Clearing Corporations
CD Certificate of Deposit
CEO Chief Executive Officer
CFO Chief Financial Officer
CIN Corporate Identity Number
CISA Certified Information Systems Auditor
CoBoSAC Corporate Bonds and Securitization Advisory
Committee
CP Commercial Paper
CRA Credit Rating Agency
CS Company Secretary
DP Depository Participant
DIN Director Identification Number
DSRA Debt Service Reserve Account
DT Debenture Trustees
EBP Electronic Book Provider
EOD End Of Day
FAQ Frequently Asked Questions
FIMMDA Fixed Income Money Market and Derivatives
Association of India
FMCG Fast Moving Consumer Goods
FPI Foreign Portfolio Investor
FY Financial Year
GDP Gross Domestic Product
G-Sec Government Securities
HFC Housing Finance Company
IBA Indian Banks Association
IBC Insolvency and Bankruptcy Code
ICCL Indian Clearing Corporation Limited
ID Identity Document
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Abbreviation Full form
IM Information Memorandum
ISIN International Securities Identification Number
IST Inter Scheme Transfer
ILDM Issue and Listing of Municipal Debt Securities
ILDS Issue and Listing of Debt Securities
JV Joint Venture
KYC Know Your Client
KRA KYC Registration Agency
LC Large Corporate
LEI Legal Entity Identifier
LTV Loan-to-value
MF Mutual Fund
MIBOR Mumbai Interbank Offer Rate
MCCIL Metropolitan Clearing Corporation of India Limited
MCLR Marginal Cost of Funds based Lending Rate
MFI Micro Finance Institutions
MLD Market Linked Debt securities
MSEI Metropolitan Stock Exchange of India Limited
MSME Micro, Small and Medium Enterprise
NBFC Non-banking Finance Company
NCD Non-convertible Debentures
NCLAT National Company Law Appellate Tribunal
NCLT National Company Law Tribunal
NCRPS Non-convertible Redeemable Preference Shares
NCS Non-convertible Securities
NPA Non-performing asset
NPCI National Payments Corporation of India
NRI Non-resident Investor
NSCCL National Securities Clearing Corporation Limited
NSE National Stock Exchange of India Limited
OTC Over the Counter
PAN Permanent Account Number
PCPS Perpetual Cumulative Preference Shares
PDI Perpetual Debt Instrument
PFI Public Financial Institution
PM Placement Memorandum
PNCPS Perpetual Non-cumulative Preference Shares
PONV Point of Non Viability
PSU Public Sector Undertaking
QIB Qualified Institutional Buyer
RBI Reserve Bank of India
RCPS Redeemable Cumulative Preference Shares
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Abbreviation Full form
RFQ Request for Quote
RNCPS Redeemable Non-cumulative Preference Shares
RTI/ STA Registrar to an issue and Share Transfer Agent
SB Stock Broker
SCORES SEBI Complaints Redress System
SCSB Self-Certified Syndicate Bank
SDI Securitised Debt Instruments
SMS Short Messaging Service
UPI Unified Payments Interface
URL Uniform Resource Locator
YTC Yield to Call
YTM Yield to Maturity
YTP Yield to Put
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Chapter I - Application process in case of public issues of securities and timelines
for listing
[See Regulations 32 and Clause 3.3.39 of Schedule I of SEBI NCS Regulations, 2021,
Regulation 10(2) and Clause 7(h) of Schedule I of SEBI ILDM Regulations, 2015 and
Regulation 31 of SEBI SDI Regulations, 2008]
Applicability:
The provisions under this chapter shall be applicable for public issues of securities under
SEBI NCS Regulations, 2021, SEBI ILDM Regulations, 2015 and SEBI SDI Regulations,
2008.
Procedure for making application through ASBA mechanism:
1. Investors applying in a public issue shall use ASBA facility for making payment:
1.1. by either writing their bank account numbers and authorising the banks to make
payment in case of allotment by signing the application forms; or
1.2. mentioning UPI ID in order to block the funds. The investor may utilize the UPI
mechanism to block the funds for application value up to Rs. 5 lakh per application.
2. Modes of application in public issue of securities: An investor may apply for public
issue of securities through any of the following modes:
2.1. Through SCSBs or intermediaries (viz. syndicate members, registered stock brokers,
registrar and transfer agent and depository participants):
a) An investor may submit the bid-cum-application form, with ASBA as the sole
mechanism for making payment, physically at the branch of a SCSB, i.e.
investor’s bank. For such applications, the SCSB shall upload the bid on the stock
exchange bidding platform and block funds in the investor’s account.
b) An investor may submit the completed bid-cum-application form to intermediaries
mentioned above along with details of his/ her bank account for blocking of funds.
The intermediary shall upload the bid on the stock exchange bidding platform and
forward the application form to a branch of a SCSB for blocking of funds.
c) An investor may submit the bid-cum-application form with a SCSB or the
intermediaries mentioned above and use his/ her bank account linked UPI ID for
the purpose of blocking of funds, if the application value is Rs. 5 lakh or less. The
intermediary shall upload the bid on the stock exchange bidding platform. The
application amount would be blocked through the UPI mechanism in this case.
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d) All individual investors applying in public issues of such securities through
intermediaries (viz. syndicate members, registered stock brokers, registrar to an
issue and transfer agent and depository participants), where the application
amount is upto Rs. 5 Lakh, shall only use UPI for the purpose of blocking of funds
and provide his/ her bank account linked UPI ID in the bid-cum-application form
submitted with intermediaries.2
e) Further, individual investors shall continue to have the choice of availing other
modes (viz. through SCSBs and Stock Exchange Platform) for making an
application in the public issue where the application amount is more than Rs. 5
Lakh.
2.2. Through stock exchanges (App/ Web interface): An investor may submit the bid-cum-
application form through the App or web interface developed by stock exchanges
wherein the bid is automatically uploaded onto the stock exchange bidding platform
and the amount is blocked using the UPI mechanism.
2A. In addition to existing modes of making an application in public issue of securities as
specified under para 2 above and notwithstanding the provision specified under para 2
above, Investors may continue to submit the bid-cum application form online using the
facility of linked online trading, demat and bank account (3-in-1 type accounts).3
3. Role of SCSBs and intermediaries:
3.1. The SCSBs or the above-mentioned intermediaries shall, at the time of receipt of the
application, provide an acknowledgement to the investor, by giving the counter foil
or specifying the application number to the investor, as proof of having accepted the
application form, in physical or electronic mode, respectively.
3.2. For applications submitted by investors to SCSBs: After accepting the form, the
SCSB shall capture and upload details in the electronic bidding system as specified
by the stock exchange(s) and may begin blocking of funds available in the bank
account specified in the form, to the extent of the application money specified.
3.3. For applications submitted by investors to other intermediaries: After accepting the
application form, the respective intermediary shall capture and upload details in the
electronic bidding system as specified by the stock exchange(s).
3.4. SCSBs shall carry out further action for ASBA forms such as signature verification,
blocking of funds etc. and forward these forms to the registrar to the issue.
3.5. The SCSBs or intermediaries shall guide investors in making applications in public
issues and are advised to take necessary steps to ensure compliance in this regard.
2 Provision applicable w.e.f. November 01, 2024
3 Inserted with the issuance of Circular dated October 18, 2024
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3.6. SCSBs are advised to ensure that they shall block the application amount only
against/ in a funded deposit account and ensure that clear demarcated funds are
available.
3.7. SCSBs are also advised to ensure that for making applications on own account using
ASBA facility, they should have a separate account in own name with any other SEBI
registered SCSBs. Such account shall be used solely for the purpose of applying in
public issues and clear demarcated funds should be available in such account for
ASBA applications.
4. Role of the stock exchanges:
4.1. Stock exchange(s) shall allow modification of selected fields viz. DP ID/ Client ID or
PAN (Either DP ID/ Client ID or PAN can be modified but not both), bank code and
location code in the bid details already uploaded, on a daily basis within the timeline
as specified.
4.2. Stock exchanges shall have systems to facilitate investors to view the status of their
public issue applications on their websites; and to send the details of applications
and allotments through SMS and e-mail alerts to the investors.
5. Role of entities/ mechanisms part of the public issue process using UPI:
5.1. NPCI, a RBI initiative, is an umbrella organization for all retail payments in India. It
has been set up with the guidance and support of the RBI and IBA;
5.2. UPI is an instant payment system developed by NPCI. It enables merging several
banking features, seamless fund routing & merchant payments into one hood. UPI
allows instant transfer of money between any two persons’ bank accounts using a
payment address which uniquely identifies a person's bank account.
5.3. Sponsor Bank means a Banker to the Issue registered with SEBI which is appointed
by the Issuer to act as a conduit between the stock exchanges and the NPCI in order
to push the mandate collect requests and/ or payment instructions of investors into
the UPI.
6. Validation by stock exchanges and depositories:
6.1. The details of investor viz. PAN, DP ID/ Client ID, entered on the stock exchange
platform at the time of bidding, shall be validated by the stock exchange(s) with the
Depositories on real time basis.
6.2. Stock exchanges and Depositories shall put in place necessary infrastructure for this
purpose.
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7. Other requirements:
7.1. Stock exchanges shall update demand data on working days on their websites which
shall include all the UPI (accepted/ pending) and ASBA bids.
7.2. The details of commission and processing fees payable to each intermediary and the
timelines for payment shall be disclosed in the offer document.
7.3. The intermediaries shall provide necessary guidance to their investors in use of UPI
while making applications in public issues.
7.4. Stock exchanges shall formulate and disclose the operational procedure for applying
through the app/ web based interface developed by them in order to apply in public
issue on their websites.
7.5. The merchant banker shall ensure that the process of applying through the App/ web
interface developed by the stock exchanges as well as the additional payment
mechanism through UPI is disclosed in the offer document.
7.6. All entities involved in the process are advised to take necessary steps to ensure
compliance with this circular.
8. The character length for each of fields of the schedule to be forwarded by the
intermediaries along with each application form to the designated branches of the
respective SCSBs for blocking of funds shall be uniformly prescribed by the stock
exchange(s) and the format of the schedule shall be as under:
Table 1: Format of the character length of the fields of the schedule
Field number Details
1 Symbol
2 Bid Date
3 Intermediary Code
4 Intermediary name
5 Bank code
6 Bank name
7 Location Code
8 Application No.
9 Category
10 PAN
11 DP ID
12 Client ID
13 Quantity
14 Series
15 Amount
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16 Stock exchange
9. Further modalities in relation to UPI Process:
9.1. Bidding and validation process:
a) Before submission of the application with the intermediary, the investor would be
required to have/ create a UPI ID, with a maximum length of 45 characters
including the handle (example: investorid@bankname).
b) An investor shall fill in the bid details in the application form along with his/ her
bank account linked UPI ID and submit the application with any of the
intermediaries or through the stock exchanges App/ Web interface.
c) The intermediary, upon receipt of form, shall upload the bid details along with the
UPI ID on the stock exchange bidding platform using appropriate protocols.
d) Once the bid has been entered on the bidding platform, the stock exchange shall
undertake validation of the PAN and demat account combination details of
investor with the depository.
e) The depository shall validate the aforesaid PAN and demat account details on a
near real time basis and send response to stock exchange which would be shared
by stock exchange with intermediary through its platform, for corrections, if any.
f) Once the bid details are uploaded on the stock exchange platform, the stock
exchange shall send a SMS to the investor regarding submission of his/ her
application, at the end of day, during the bidding period. For the last day of
bidding, the SMS may be sent the next working day.
9.2. The Block process:
a) Post undertaking validation with the depository, the stock exchange shall, on a
continuous basis, electronically share the bid details along with investors UPI ID,
with the sponsor bank appointed by the issuer.
b) The Sponsor Bank shall initiate a mandate request on the investor i.e. request
the investor to authorize blocking of funds equivalent to application amount and
subsequent debit of funds in case of allotment.
c) The request raised by the sponsor bank, would be electronically received by the
investor as a SMS/ intimation on his/ her mobile number/ mobile app, associated
with the UPI ID linked bank account.
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d) The investor shall be able to view the amount to be blocked as per his/ her bid in
such intimation. The investor shall be able to view an attachment wherein the
public issue bid details submitted by investor will be visible. After reviewing the
details properly, the investor shall be required to proceed to authorize the
mandate. Such mandate raised by the sponsor bank would be a one-time
mandate for each application in the public issue.
e) An investor is required to accept the UPI mandate latest by 5 pm on the third
working day from the day of bidding on the stock exchange platform except for
the last day of the issue period or any other modified closure date of the issue
period in which case, he/ she is required to accept the UPI mandate latest by 5
pm the next working day.
f) An investor shall not be allowed to add or modify the bid(s) of the application
except for modification of either DP ID or Client ID or PAN but not both. However,
the investor can withdraw the bid(s) and reapply.
g) For mismatch bids, on successful validation of PAN and DP ID or Client ID
combination during T+1 modification session, such bids will be sent to sponsor
bank for further processing by the Exchange on T+1 day till 1pm.
h) The facility of re-initiation/ resending the UPI mandate shall be available only till
5 pm on the day of bidding.
i) Upon successful validation of block request by the investor, as above, the said
information would be electronically received by the investors’ bank, where the
funds, equivalent to application amount, would get blocked in investors account.
Intimation regarding confirmation of such block of funds in investors account
would also be received by the investor.
j) The information containing status of block request (e.g. accepted/ decline/
pending) would also be shared with the sponsor bank, which in turn would be
shared with the stock exchange. The block request status would also be
displayed on the stock exchange platform for information of the intermediary.
k) The information received from the sponsor bank, would be shared by the stock
exchange with the RTA in the form of a file for the purpose of reconciliation.
10. Post issue closure:
10.1. Post closure of the offer, the stock exchange shall share the bid details with RTA.
Further, the stock exchange shall also provide the RTA, the final file received from
the sponsor bank, containing status of blocked funds or otherwise, along with the
bank account details with respect to applications made using UPI ID.
10.2. The allotment of securities shall be done within five working days of the issue
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closure as detailed in the table above.
10.3. The RTA, based on information of bidding and blocking received from the stock
exchange, shall undertake reconciliation of the bid data and block confirmation
corresponding to the bids by all investor category applications (with and without
the use of UPI) and prepare the basis of allotment.
10.4. Upon approval of the basis of allotment, the RTA shall share the ‘debit’ file with
sponsor bank (through stock exchange) and SCSBs, as applicable, for credit of
funds in the public issue account and unblocking of excess funds in the investor’s
account. The sponsor bank, based on the mandate approved by the investor at the
time of blocking of funds, shall raise the debit/ collect request from the investor’s
bank account, whereupon funds will be transferred from investor’s account to the
public issue account and remaining funds, if any, will be unblocked without any
manual intervention by investor or their bank.
10.5. Upon confirmation of receipt of funds in the public issue account, the securities
would be credited to the investor’s account. The investor will be notified for full/
partial allotment. For partial allotment, the remaining funds would be unblocked.
For no allotment, mandate would be revoked and application amount would be
unblocked for the investor.
10.6. Thereafter, stock exchanges will issue the listing and trading approval.
11. Role of issuer, registrar, stock exchange, intermediaries and collecting bank:
11.1. Issuer:
a) Issuer shall use an on-line app based/ web based platform provided by stock
exchange(s) for receiving applications in public issue of debt securities.
b) For this purpose, the issuer and the stock exchange shall enter into an
arrangement which shall contain the inter se rights, duties, responsibilities and
obligations of the issuer and stock exchange(s) and provide for a dispute
resolution mechanism between the issuer and the stock exchange(s).
c) Issuer shall maintain a single escrow account for collecting application money
through all the methods. The sponsor bank appointed by the issuer may be the
same bank with whom the public issue account has been opened.
d) Issuer shall appoint one of the SCSBs as sponsor bank to act as conduit
between the stock exchanges and NPCI in order to push mandate, collect
requests and/ or payment instructions of the investors in the UPI.
11.2. Registrar:
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a) The registrar shall have an online or system driven interface with the stock
exchange platform to get updated information/ data/ files pertaining to issue.
b) The registrar shall collect aggregate applications details from the stock
exchanges platform to decide the eligible applications and process the
allotment as per applicable SEBI Regulations.
c) An application without valid application amount shall be treated as invalid
application by the Registrar.
d) The registrar shall credit securities to all valid allottees.
e) The registrar shall ensure refund of application amount or excess application
amount in the bank account of the applicant as stated in its demat account.
11.3. Stock exchanges:
a) Stock exchanges shall provide a platform for making applications through:
i. Intermediaries; and
ii. App based/ web interface applications from investors with UPI mode for
blocking the mode for application value up to Rs. 5 lakh.
b) The stock exchanges shall be responsible for:
i. accurate, timely and secured transmission of the electronic application file
uploaded by all participants on the online platform, to the Registrar; and
ii. disseminating the issue information on the stock exchange website on a
periodic basis across all categories.
c) Notwithstanding the responsibility of the intermediaries as laid down in SEBI
Regulations, the stock exchange shall be responsible for addressing investor
grievances arising from applications submitted online through the App based/
web interface platform of stock exchange or through their Trading Members.
d) Intermediaries:
i. The intermediaries shall be responsible for addressing any investor
grievances arising from the applications uploaded by them in respect of
quantity, price or any other data entry or other errors made by them.
ii. If the intermediary has not entered any details correctly on the stock
exchanges platform and it results on the mismatch with the data obtained
by the registrar from the Intermediary shall be responsible for rejection of
such applications.
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e) Collecting Bank:
The Collecting Bank shall be responsible for addressing any investor
grievances arising from non-confirmation of funds to the Registrar despite
successful realization of the payment instrument in favour of the issuer’s
Escrow Account, or any delay or operational lapse by the Collecting Bank in
sending the forms to the Registrar.
Timelines:
12. The SCSBs, stock exchanges, depositories, intermediaries, NPCI and Sponsor Bank
shall co-ordinate to ensure completion of listing (through public issue) and
commencement of trading of non-convertible securities, municipal debt securities and
securitised debt instrument, within T+6 working days from the date of closure of issue
as under:
Table 2: Timelines from issue closure till listing
Sl. No. Details of activities Due date
(working day)
1 Issue closes T (Issue
closing date)
2 a) Stock exchange(s) shall allow modification of selected
fields (till 01:00 PM) in the bid details already uploaded.
b) Registrar to get the electronic bid details from the stock
exchanges by end of the day.
c) SCSBs to continue blocking of funds.
d) Designated branches of SCSBs may not accept T+1
schedule and applications after T+1 day.
e) Registrar to give bid file received from stock exchanges
containing the application number and amount to all the
SCSBs who may use this file for validation/ reconciliation
at their end.
3 a) Issuer, merchant banker and registrar to submit relevant
documents to the stock exchange(s) except listing
application, allotment details and demat credit and
refund details for the purpose of listing permission.
b) SCSBs to send confirmation of funds blocked (final
certificate) to the registrar by end of the day.
T+2
c) Registrar shall reconcile the compiled data received
from the stock exchange(s) and all SCSBs (hereinafter
referred to as the “reconciled data”).
d) Registrar to undertake “Technical Rejection” test based
on electronic bid details and prepare list of technical
rejection cases.
4 a) Finalization of technical rejection and minutes of the
T+3
meeting between issuer, lead manager, registrar.
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Sl. No. Details of activities Due date
(working day)
b) The allotment in the public issue of securities should be
made on the basis of date of upload of each application
into the electronic book of the stock exchange. However,
on the date of oversubscription and thereafter, the
allotments should be made to the applicants on
proportionate basis.
c) Registrar shall finalise the basis of allotment and submit
it to the designated stock exchange for approval.
d) Designated stock exchange to approve the basis of
allotment.
e) Registrar to prepare funds transfer schedule based on
approved basis of allotment.
f) Registrar and merchant banker to issue funds transfer
instructions to SCSBs.
5 a) SCSBs to credit the funds in public issue account of the
issuer and confirm the same.
b) Issuer shall make the allotment.
c) Registrar/ issuer to initiate corporate action for credit of
debt securities, NCRPS, municipal debt securities and
SDIs to successful allottees.
d) Issuer and registrar to file allotment details with T+4
designated stock exchange(s) and confirm all formalities
are complete except demat credit.
e) Registrar to send bank-wise data of allottees, amount
due on debt securities, municipal debt securities,
NCRPS and SDIs allotted, if any, and balance amount
to be unblocked to SCSBs.
6 a) Registrar to receive confirmation of demat credit from
depositories.
b) Issuer and registrar to file confirmation of demat credit
and issuance of instructions to unblock ASBA funds, as
applicable, with stock exchange(s).
c) The lead manager(s) shall ensure that the allotment,
credit of dematerialised debt securities, municipal debt
securities, NCRPS, SDIs and refund or unblocking of T+5
application monies, as may be applicable, are done
electronically.
d) Issuer to make a listing application to stock exchange(s)
and stock exchange(s) to give listing and trading
permission.
e) Stock exchange(s) to issue commencement of trading
notice.
7 Trading commences T+6/T+3*
13. *In order to facilitate faster access to funds for issuers and investors to have early credit
and liquidity of their investment, and with a view to align the listing timeline in case of
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public issue of debt securities and NCRPS with that of non convertible securities issued
on private placement basis and specified securities, it has been decided to reduce the
listing timeline in case of public issue of debt securities and NCRPS to T+3 working days
from existing timeline of T+6 working days.
a) Accordingly, the revised timelines for listing of debt securities and NCRPS and
various activities involved in the public issue process are specified in
Annexure-IA to this Chapter.
b) Further, to ensure ease of compliance for issuers, the listing timeline of T+3
working days is introduced as an option to issuers for a period of one year and
on a permanent basis thereafter such that all listings occur on a T+3 basis.
c) Accordingly, during the period of voluntary applicability of the listing timeline of
T+3 working days, the provisions of regulation 37 (2) of NCS Regulations shall
become applicable only after T+6 working day, even in cases where issuer has
chosen T+3 as the listing timeline but fails to meet the same.
d) The T+3 timeline for listing shall be appropriately disclosed in the Offer
Documents of public issues.
e) The aforesaid provisions of this chapter shall be applicable:
i. On voluntary basis to public issues of debt securities and NCRPS
opening on or after November 01, 2024.
ii. Mandatory for public issues of debt securities and NCRPS opening on
or after November 01, 2025.4
4 Inserted/substituted (as applicable) with the issuance of Circular dated September 26, 2024
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Annexure-IA
Indicative timeline of activities for listing of debt securities and NCRPS through public
issues on T+3 working day
S. Details of activities Due date (Working day)
No.
1 BID Modification - Stock exchange(s) shall  From issue opening date to
allow modification of selected fields in the bid up to 5 pm on T day
details already uploaded
2 a) Registrar to get the electronic bid details from  On a daily basis
the stock exchanges by end of the day
b) Registrar to give bid file received from stock
exchanges containing the application
number and amount to all the SCSBs who
may use this file for validation/ reconciliation
at their end
3 Issue closure  5 pm on T day
4 SCSBs to send confirmation of funds blocked  Before 7:30 PM on T day
(final certificate) to the registrar for Direct ASBA and
Syndicate ASBA
 Before 9:30 pm on T day for
UPI ASBA
5 a) Registrar shall reconcile the compiled data  Before 6 pm on T+1 day
received from the stock exchange(s) and all
SCSBs (hereinafter referred to as the
“reconciled data”).
b) Registrar to undertake “Technical Rejection”
test based on electronic bid details and
prepare list of technical rejection cases
c) Finalization of technical rejection and minutes
of the meeting between issuer, lead manager,
registrar.
d) The allotment in the public issue of securities
should be made on the basis of date of upload
of each application into the electronic book of
the stock exchange. However, on the date of
oversubscription and thereafter, the allotments
should be made to the applicants on
proportionate basis.
e) Registrar shall finalise the basis of allotment
and submit it to the designated stock
exchange for approval.
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6 Designated stock exchange to approve the basis  Before 9 pm on T+1 day
of allotment
7 a) Registrar to prepare funds transfer schedule  Initiation not later than
based on approved basis of allotment. 9:30 am on T+2 day
b) Registrar and merchant banker to issue funds  Completion before 2 pm on
transfer instructions to SCSBs. T+2 day for fund transfer
c) SCSBs to credit the funds in public issue
account of the issuer and confirm the same.
d) Issuer shall make the allotment
e) Registrar to send bank-wise data of allottees,
amount due on debt securities, and NCRPS
allotted, if any, and balance amount to be
unblocked to SCSBs.
8 Issuer and registrar to file allotment details with  Completion before 2:45 pm
designated stock exchange(s) and confirm all on T+2 day
formalities are complete except demat credit
9 a) Registrar/ issuer to initiate corporate action for  Completion before 6 pm on
credit of debt securities and NCRPS to T+2 day
successful allottees.
b) Registrar to receive confirmation of demat
credit from depositories.
c) Issuer and registrar to file confirmation of
demat credit and issuance of instructions to
unblock ASBA funds, as applicable, with stock
exchange(s).
d) The lead manager(s) shall ensure that the
allotment, credit of dematerialised debt
securities and NCRPS and refund or
unblocking of application monies, as may be
applicable, are done electronically.
10 a) Issuer to make a listing application to stock  Before 7:30 PM on T+2 day
exchange(s) and stock exchange(s) to give
listing and trading permission.
b) Stock exchange(s) to issue commencement of
trading notice.
11 Trading commences  T+3 day
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Chapter IIA – Application form
[See Regulation 32 of the SEBI NCS Regulations, 2021]
Application Form:
1. The following shall be applicable with respect to the application form to be filled up by the
investor in case of public issue:
1.1. Application form shall be printed on A4 size sheets. The illustrative format of the
application forms to be filled by Resident and NRI, are placed at Annexure - IIA and
Annexure – IIB, respectively. Certain sections in the forms are pre-filled for illustrative
purpose.
1.2. No change shall be carried out in spacing, placement or in data fields in the application
form except for the following:
a) The number of columns for providing different series details is illustrative and may
vary depending upon the terms of the issue;
b) Investor Categories and sub-categories, depending upon the type of issue.
c) Details to be provided under issue structure may vary depending upon the terms
of the issue;
2. The payment details in the application-cum-bidding-form including the acknowledgement
slip shall include UPI ID with maximum length of 45 characters.
3. The overleaf of the application form shall include the following:
3.1. UPI mechanism for blocking funds would be available for application value upto Rs.
5 lakh;
3.2. Bidder’s undertaking and confirmation to include blocking of funds through UPI mode;
and
3.3. Instructions with respect to payment/ payment instrument to include instructions for
blocking of funds through UPI mode.
3.4. Issuer/ Merchant Bankers/ syndicate members like brokers who are involved in the
public issue shall disclose instructions as specified in Annexure – IIC to investors
for completing the application form on their websites during the period a public issue
is kept open.
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Annexure – IIA: Application form for Resident Applicant
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Annexure – IIB: Application form for NRI Applicant
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Annexure – IIC: Instructions for completing the Application Form
1. Applications cannot be made by:
The following categories of persons, and entities, shall not be eligible to
participate in the Issue and any Applications from such persons and entities are
liable to be rejected:
a) Minors without a guardian name (A guardian may apply on behalf of a minor.
However, Applications by minors must be made through Application Forms
that contain the names of both the minor Applicant and the guardian; It is
further clarified that it is the responsibility of the Applicant to ensure that the
guardians are competent to contract under applicable statutory/regulatory
requirements);
b) Persons Resident Outside India, Foreign nationals (including FIIs, FPIs,
Qualified Foreign Investors) and other foreign entities;
c) Foreign Venture Capital Investor;
d) Overseas Corporate Bodies; and
e) Person ineligible to contract under applicable statutory/ regulatory
requirements.
f) Any other category of Applicants not provided for under “Issue Procedure-
Who are eligible to apply?” on page [●] of the Prospectus
2. General Instructions for completing the Application Form:
a) Application Forms are to be completed in full, in BLOCK LETTERS in ENGLISH
and in accordance with the instructions contained in the Prospectus and the
Application Form. Incomplete Application Forms are liable to be rejected.
Applicants should note that the Members of the Syndicate, or the Trading
Members, as appropriate, will not be liable for errors in data entry due to
incomplete or illegible Application Forms.
b) Applications are required to be for a minimum of such Bonds as specified in the
Prospectus.
c) Thumb impressions and signatures other than in the languages specified in the
Eighth Schedule in the Constitution of India must be attested by a Magistrate or
a Notary Public or a Special Executive Magistrate under official seal.
d) Applications should be in single or joint names and not exceeding three names,
and in the same order as their Depository Participant details (in case of
Applicants applying for Allotment of the Bonds in dematerialized form) and
Applications should be made by Karta in case the Applicant is an HUF. Please
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ensure that such Applications contain the PAN of the HUF and not of the Karta.
If the Application is submitted in joint names, the Application Form may contain
only the name of the first Applicant whose name should also appear as first
holder of the depository account held in joint names.
e) Applicants applying for Allotment in dematerialized form must provide details of
valid and active DP ID, Client ID and PAN clearly and without error. Invalid
accounts, suspended accounts or where such account is classified as invalid or
suspended may not be considered for Allotment of the Bonds.
f) If the ASBA Account holder is different from the ASBA Applicant, the Application
Form should be signed by the ASBA Account holder also, in accordance with
the instructions provided in the Application Form
g) Applications for all the Series of the Bonds may be made in a single Application
Form only.
h) It shall be mandatory for subscribers to the Issue to furnish their Permanent
Account Number and any Application Form, without the PAN is liable to be
rejected, irrespective of the amount of transaction.
i) All Applicants should check if they are eligible to apply as per the terms of the
Shelf & Tranche with Prospectus and applicable laws.
j) For Applicants, the Applications in physical mode should be submitted to the
SCSBs or a member of the Syndicate or to the Trading Members of the Stock
Exchanges on the prescribed Application Form. SCSBs may provide the
electronic mode for making Application either through an internet enabled
banking facility or such other secured, electronically enabled mechanism for
Application and blocking funds in the ASBA Account;
k) Application Forms should bear the stamp of the Member of the Syndicate,
Trading Member of the Stock Exchanges, Designated Intermediaries and/or
Designated Branch of the SCSB. Application Forms which do not bear the
stamp will be rejected.
l) Applicant should correctly mention the ASBA Account number and UPI ID in
case applying through UPI Mechanism and ensure that funds equal to the
Application Amount are available in the ASBA Account before submitting the
Application Form and ensure that the signature in the Application Form matches
with the signature in the Applicant’s bank records.
m) The Applicants should ensure that they have been given a TRS and an
acknowledgement as proof of having accepted the Application Form;
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n) Applicants may revise/ modify their Application details during the Issue Period,
as allowed/permitted by the Stock Exchanges, by submitting a written request
to the Designated Intermediary, as the case may be. However, for the purpose
of Allotment, the date of original upload of the Application will be considered in
case of such revision/modification. In case of any revision of Application in
connection with any of the fields which are not allowed to be modified on the
electronic Application platform of the Stock Exchanges as per the procedures
and requirements prescribed by each relevant Stock Exchanges, Applicants
should ensure that they first withdraw their original Application and submit a
fresh Application. In such a case the date of the new Application will be
considered for date priority for Allotment purposes.
o) In case of an HUF applying through its Karta, the Applicant is required to specify
the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided
Family applying through PQR’, where PQR is the name of the Karta;
p) All Applicants need to tick the Series of Bonds in the Application Form that they
wish to apply for.
q) ASBA Applicants need to give the correct details of their ASBA Account
including bank account number/ bank name and branch/ UPI ID in case of
applying through UPI Mechanism.
r) ASBA Applicants should ensure that their Application Form is submitted either
at a Designated Branch of a SCSB where the ASBA Account is maintained or
with the Members of the Syndicate or Trading Members of the stock
exchange(s) at the Specified Cities, and not directly to the Escrow Collecting
Banks (assuming that such bank is not a SCSB) or to the Company or the
Registrar to the Issue;
In case of ASBA Applications through Syndicate ASBA, before submitting the
physical Application Form to the Members of the Syndicate or Trading Members
of the stock exchange(s), ensure that the SCSB where the ASBA Account, as
specified in the ASBA Form, is maintained has named at-least one branch in
that Specified City for the Members of the Syndicate or Trading Members of the
stock exchange(s), as the case may be, to deposit ASBA Forms. A list of such
branches is available at ….. (website link to be provided)
s) ASBA Applicants should ensure that the Application Form is signed by the
ASBA Account holder in case the ASBA Applicant is not the account holder.
t) ASBA Applicants should ensure that they receive an acknowledgement from the
Designated Branch or the concerned Members of the Syndicate or Trading
Members of the stock exchange(s), as the case may be, for the submission of
the Application Form.
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3. Rejection of Applications:
a) Applications submitted without blocking of the entire Application Amount.
However, the Company may allot bonds up to the value of Application monies
paid, if such Application monies exceed the minimum Application size as
prescribed hereunder.
b) In case of partnership firms, the Application Forms submitted in the name of
individual partners and/or accompanied by the individual’s PAN rather than the
PAN of the partnership firm;
c) Applications by persons not competent to contract under the Indian Contract
Act, 1872;
d) GIR number furnished instead of PAN;
e) Applications by OCBs;
f) Applications for an amount below the minimum Application size;
g) Applications providing details of an inoperative demat account;
h) Applications of more than five ASBA forms per ASBA Account;
i) UPI Mandate request is not approved by the investor within the prescribed
timelines;
j) In case of Applications under power of attorney or by limited companies,
corporate, trust etc., relevant documents are not submitted;
k) Applications accompanied by Stock invest/ money order/postal order/cash;
l) Signature of sole Applicant missing, or, in case of joint Applicants, the
Application Forms not being signed by the first Applicant (as per the order
appearing in the records of the Depository);
m) In case no corresponding record is available with the Depositories that matches
three parameters namely, DP ID, Client ID and PAN or if PAN is not available
in the Depository database;
n) With respect to ASBA Applications including UPI applications, inadequate funds
in the ASBA Account to enable the SCSB to block the Application Amount
specified in the ASBA Application Form at the time of blocking such Application
Amount in the ASBA Account or no confirmation is received from the SCSB for
blocking of funds;
o) Applications by persons prohibited from buying, selling or dealing in shares,
directly or indirectly, by SEBI or any other regulatory authority;
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p) Applications not uploaded on the terminals of the stock exchange(s);
q) Applications uploaded after the expiry of the allocated time on the Issue Closing
Date, unless extended by the stock exchange(s), as applicable;
r) Application Forms not delivered by the Applicant within the time prescribed as
per the Application Form and the Prospectus and as per the instructions in the
Application Form;
s) Applications by Applicants whose demat accounts have been ‘suspended for
credit’ pursuant to the circular issued by SEBI on July 29, 2010 bearing number
CIR/ MRD/DP/22/2010;
t) Applications tendered to the Trading Members of the stock exchange(s) at
centers other than the centers mentioned in the Application Form;
u) SCSB making an ASBA Application(a) through an ASBA Account maintained
with its own self or (b) through an ASBA account maintained through a different
SCSB not in its own name, or (c) through an ASBA Account maintained through
a different SCSB in its own name, which ASBA Account is not utilized for the
purpose of applying in public issue
v) Application Amount paid being higher than the value of Bonds applied for.
However, the Company may allot Bonds up to the number of Bonds applied for,
if the value of such Bonds applied for, exceeds the Minimum Application Size;
w) Application Amounts paid not tallying with the number of Bonds applied for;
x) Applications for amounts greater than the maximum permissible amounts
prescribed by applicable regulations
y) Applications by persons/entities who have been debarred from accessing the
capital markets by SEBI;
z) In case of ASBA Applicants, payment of Application Amount in any mode other
than through blocking of Application Amount in the ASBA Accounts shall not be
accepted under the ASBA process.
BASIS OF ALLOTMENT:
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a) Determined on the basis of date of upload of the Applications on the electronic
Application platform of the relevant stock exchanges.
b) Under subscription: If there is any under subscription in any Category the spill over
to other categories shall be in the following order: Category IV; ii. Category III; iii.
Category II; and iv. Category I.
c) For all Categories, all Applications uploaded on the same day on the online
Application platform of the relevant stock exchanges would be treated at par with
each other.
d) Allotments in case of oversubscription: In case of an oversubscription in any of the
Categories, Allotments to the maximum extent, as possible, will be made on a first-
come first-serve basis and thereafter on proportionate basis, i.e. full Allotment of
Bonds to the Applicants on a first come first basis up to the date falling 1 (one) day
prior to the date of oversubscription and proportionate allotment of Bonds to the
Applicants on the date of oversubscription (based on the date of upload of each
Application on the online Application platform of the relevant stock exchanges, in
each Portion). The method of proportionate allotment is as described below:
(i) Allotments to the applicants shall be made in proportion to their respective
Application size, rounded off to the nearest integer,
(ii) If the process of rounding off to the nearest integer results in the actual allocation
of Bonds being higher than the Issue size, not all applicants will be allotted the
number of Bonds arrived at after such rounding off. Rather, each Applicant whose
Allotment size, prior to rounding off, had the highest decimal point would be given
preference;
(iii) In the event, there are more than one Applicant whose entitlement remains equal
after the manner of distribution referred to above, the Company will ensure that
the basis of allotment is finalized by draw of lots in a fair and equitable manner.
e) Applicants applying for more than one Series of Bonds:
(i) If an Applicant has applied for more than one Series of Bonds, and in case such
Applicant is entitled to allocation of only a part of the aggregate number of Bonds
applied for, the Series-wise allocation of Bonds to such Applicants shall be in
proportion to the number of Bonds with respect to each Series, applied for by such
Applicant, subject to rounding off to the nearest integer, as appropriate, in
consultation with the Lead Managers and the Designated Stock Exchange.
(ii) All decisions pertaining to the basis of allotment of Bonds pursuant to the Issue
shall be taken by the Company in consultation with the Lead Managers, and the
Designated Stock Exchange and in compliance with the aforementioned
provisions of the Prospectus. Any other queries/issues in connection with the
Applications will be appropriately dealt with and decided upon by the Company in
consultation with the Lead Managers.
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(iii) The Company shall allocate and allot [●] (depending upon the category of
applicants) to all valid applications, wherein the Applicants have not indicated their
choice of the relevant Bond Series.
(iv) The Company has the discretion to close the Issue early irrespective of whether
any of the Portion(s) are fully subscribed or not. The Company shall allot Bonds
with respect to the Applications received till the time of such pre-closure in
accordance with the Basis of Allotment as described hereinabove and subject to
applicable statutory and/or regulatory requirements.
INVESTOR WITHDRAWALS:
Applicants are allowed to withdraw their Applications at any time [●].
TERMS OF THE ISSUE:
1. Minimum Subscription: If the Company does not receive the minimum subscription
of 75 % of the Base Issue, i.e. [●] prior to the Issue Closing Date, the entire
subscription amount shall be unblocked within Eight Working Days from the date of
closure of the Issue. If there is delay in the unblocking of Application Amounts beyond
the time prescribed above, the Company will pay interest for the delayed period at
rate of 15% per annum for the delayed period.
2. Right to Recall or Redeem prior to Maturity: Please refer to page no. [●] of the
Prospectus.
3. Security: The NCDs will be secured by [●] charge over the [●] assets of the Issuer
as set out in the Debenture Trust Deed to the extent of at least 100% of the principal
amounts outstanding and interest due thereon in respect of the NCDs until all
amounts on the NCDs are repaid in full pursuant to the terms of the Debenture Trust
Deed. For details please refer to page no. [●] of the Prospectus.
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Chapter IIB – Abridged Prospectus
[See Regulation 32(3) of the SEBI NCS Regulations, 2021]
1. The abridged prospectus shall be in the format as specified in Annexure - IID of this
Master Circular. The following shall be ensured with respect to the abridged prospectus
Annexed to the application form:
1.1. The abridged prospectus shall be printed:
a) on A4 size sheets;
b) in Times New Roman font with font size of not less than 11; and
c) with a line spacing not less than 1.00 lines and normal character spacing with
100% scale without condensing.
1.2. A larger font size may be used, if required, for different heads of information. All major
heads shall be in uppercase and bold and in boxes. The first level subheads shall be
in bold and in boxes. The other levels of sub-heads shall be bold and underlined.
1.3. The order of the contents in the abridged prospectus shall not be changed. The
numbering shall be either continuous or with different types of numbering for different
heads/ sub-heads.
1.4. The abridged prospectus shall be so positioned that on the tearing-off of the
application form, no part of the information given in the abridged prospectus is
mutilated.
1.5. Tabular formats and pointers may be used wherever possible for efficient
understanding. Instructions for filling up the form, payment instructions and risk
factors shall be in pointers and every pointer shall be in a new line.
1.6. Any information which is important for the investor but has not been included in any
of the heads, may be included under the section, ‘any other information’.
1.7. Risk factors shall be so provided that they convey the risks associated with the issue
in brief.
1.8. A reference may be made to the offer document wherever necessary.
1.9. The revised format of the Abridged Circular shall be applicable for all public issues
opening on or after October 1, 2023. Accordingly, for public issues that open on or
after October 1, 2023, the format of an Abridged Prospectus shall be as per Annexure
– IID of this Master Circular instead of Part B of Schedule I of the NCS Regulations.
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1.10. A copy of the Abridged Prospectus shall be made available on the website of Issuer,
merchant bankers, registrar to an issuer and a link for downloading Abridged
Prospectus shall be provided in issue advertisement for the public issue.
1.11. Issuer/ Merchant Bankers shall insert a Quick Response (QR) code on the last page
of the Abridged Prospectus. The scan of such QR code on the Abridged Prospectus
would lead to the Prospectus. Further, the Issuer/ Merchant Bankers shall insert a QR
code on the front page of the documents such as front outside cover page,
advertisement, etc. as deemed fit by them. The scan of the QR code shall lead to the
prospectus or abridged prospectus as applicable.
1.12. Issuer/ Merchant Bankers shall ensure that the disclosures in the Abridged
Prospectus are adequate, accurate and do not contain any misleading or
misstatement.
1.13. Issuer/ Merchant Bankers shall ensure that the qualitative statements in the Abridged
Prospectus shall be substantiated with quantitative factors. Also, no qualitative
statement shall be made which cannot be substantiated with quantitative factors.
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Annexure – IID Format of Abridged Prospectus
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Chapter III – Day count convention, disclosure of cash flows and other disclosures
in the offer document
[See Regulation 14, Clause 3.3.34 Schedule I SEBI NCS Regulations, 2021]
1. The cash flows emanating from the non-convertible securities according to the day count
convention (Actual/ Actual) shall be mentioned in the offer document, by way of an
illustration.
2. For the purpose of standardization, if the coupon/ dividend payment date of the non-
convertible securities falls on a Sunday or a holiday, the coupon payment shall be made
on the next working day. However, the dates of the future payments would continue to
be as per the schedule originally stipulated in the offer document.
3. If the maturity date of the debt securities, falls on a Sunday or a holiday, the redemption
proceeds shall be paid on the previous working day.
4. In order to ensure consistency, a uniform methodology shall be followed for calculation
of interest/ dividend payments in the case of leap year. If a leap year (i.e. February 29)
falls during the tenor of a security, then the number of days shall be reckoned as 366
days (Actual/ Actual day count convention) for the entire year, irrespective of whether the
interest/ dividend is payable annually, half yearly, quarterly or monthly.
5. A sample illustration is given below:
Table 1: Illustration depicting computation of days regarding coupon and redemption
Name of the issuer XYZ Limited
Face Value (per security) 10,00,000
Tranche Issue date/ Date of allotment Monday, December 14, 2020
Date of redemption Sunday, December 14, 2025
Tenure and coupon rate 5 years; 8.95% p.a.
Frequency of the interest/ dividend Annually; First interest/ dividend shall become
payment (with specified dates) payable on December 14, 2021 and subsequently
on 14th December every year, till maturity/
redemption.
Day Count Convention Actual/ Actual
Cash Flows Day and date for coupon/ Number of days Amount (in
redemption becoming due for denominator Rupees)
1st Coupon Tuesday, December 14, 2021 365 89,500
2nd Coupon Wednesday, December 14, 2022 365 89,500
3rd Coupon Thursday, December 14, 2023 365 89,500
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4th Coupon Monday, December 16, 2024 366 89,500
5th Coupon Friday, December 12, 2025 365 89,500
Principal Friday, December 12, 2025 - 10,00,000
Total - 14,47,500
In the above illustration, the year 2024 being a leap year has 29 days in February 2024.
This implies that 366 days would be reckoned as the denominator (Actual/ Actual), for
payment of interest/ dividend. Further, December 14, 2024 falls on a Saturday which
being the second Saturday will be a banking holiday. Hence, the 4th coupon payment shall
be made on the next working day i.e. December 16, 2024. However, the calculation for
payment of interest shall be only till December 13, 2024, which would have been the case
if December 14, 2024 was not a holiday. This shall not affect the subsequent coupon
payment and it shall continue to fall due on December 14, 2025, i.e. original coupon
payment schedule. However, since December 14, 2025 falls on a Sunday, the redemption
(i.e. principal and the 5th/ last coupon payment) shall be made on the previous working
day i.e. on December 12, 2025.
6. Other disclosures: The issuer shall make the following additional disclosures in the offer
document in case of public issue:
6.1. Provisions relating to fictitious applications;
6.2. Declaration by board of directors that the underwriters, if any, have sufficient
resources to discharge their respective obligations;
6.3. Reservation in the issue, if any;
6.4. Utilization details regarding the previous issues of the issuer as well as its group
companies, for the past 3 years;
6.5. Benefit/ interest accruing to promoters/ directors out of the object of the issue; and
6.6. Details regarding material contracts other than the contracts entered in the ordinary
course of business and the material contracts entered within the previous two years.
Page 41 of 215
Chapter IV – Additional Disclosures by Non-Banking Finance Company or Housing
Finance Company or Public Financial Institution
[See Regulation 25(4), Clause 3.3.17 of Schedule I SEBI NCS Regulations, 2021]
A. Disclosures by NBFC or HFC or PFI, in a public issue:
1. In case the issuer is a NBFC or HFC or PFI and the objects of the public issue entail loan
to any entity which is a ‘Group Company’, then disclosures shall be made in the following
format:
Table 1: Disclosure by NBFC or HFC or PFI with respect to “Group Company”
Sl. Name of Amount of advances/ exposures to such Percentage of exposure
No. borrower borrower (group company) (Rs. crore) = (A)/ Total AUM
(A)
B. Disclosures by NBFC or HFC, in a public issue or private placement:
2. Details with regard to the lending done by the issuer out of the issue proceeds of debt
securities in last three years, including details regarding the following:
2.1. Lending policy: Should contain overview of origination, risk management,
monitoring and collections;
2.2. Classification of loans/ advances given to associates, entities/ person relating to
board, senior management, promoters, others, etc.;
2.3. Classification of loans/ advances given, according to type of loans, denomination of
loan outstanding by loan to value, sectors, denomination of loans outstanding by
ticket size, geographical classification of borrowers, maturity profile etc.;
2.4. Aggregated exposure to the top 20 borrowers with respect to the
concentration of advances, exposures to be disclosed in the manner as prescribed
by RBI in its stipulations on Corporate Governance for NBFCs or HFCs, from time
to time;
2.5. Details of loans, overdue and classified as non-performing in accordance with RBI
stipulations;
3. In order to allow investors to better assess the debt securities issued by the NBFC/ HFC,
the following disclosures shall also be made by such issuers in their offer documents:
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3.1. A portfolio summary with regard to industries/ sectors to which borrowings have been
made;
3.2. NPA exposures of the issuer for the last three financial years (both gross and net
exposures) and provisioning made for the same as per the last audited financial
statements of the issuer;
3.3. Quantum and percentage of secured vis-à-vis unsecured borrowings made; and
3.4. Any change in promoters’ holdings during the last financial year beyond the
threshold, as prescribed by RBI.
C. NBFCs shall provide disclosures on the basis of the following draft template:
4. Classification of loans/ advances given according to:
4.1. Type of loans:
Table 2: Details of types of loans
Sl. No. Type of loans Rs. crore
1 Secured
2 Unsecured
Total assets under management
(AUM)*^
*Information required at borrower level (and not by loan account as customer may have multiple loan
accounts); ^Issuer is also required to disclose off balance sheet items;
4.2. Denomination of loans outstanding by loan-to-value:
Table 3: Details of LTV
Sl. No. LTV (at the time of origination) Percentage of AUM
1 Upto 40%
2 40-50%
3 50-60%
4 60-70%
5 70-80%
6 80-90%
7 >90%
Total
4.3. Sectoral exposure:
Page 43 of 215
Table 4: Details of sectoral exposure
Percentage
Sl. No. Segment-wise break-up of AUM
of AUM
1 Retail
A Mortgages (home loans and loans against property)
B Gold loans
C Vehicle finance
D MFI
E MSME
Capital market funding (loans against shares, margin
F
funding)
G Others
2 Wholesale
A Infrastructure
B Real estate (including builder loans)
C Promoter funding
D Any other sector (as applicable)
E Others
Total
4.4. Denomination of loans outstanding by ticket size*:
Table 5: Details of outstanding loans category wise
Sl. No. Ticket size (at the time of origination) Percentage of AUM
1 Upto Rs. 2 lakh
2 Rs. 2-5 lakh
3 Rs. 5 - 10 lakh
4 Rs. 10 - 25 lakh
5 Rs. 25 - 50 lakh
6 Rs. 50 lakh - 1 crore
7 Rs. 1 - 5 crore
8 Rs. 5 - 25 crore
9 Rs. 25 - 100 crore
10 >Rs. 100 crore
Total
* Information required at the borrower level (and not by loan account as a customer may have multiple
loan accounts);
4.5. Geographical classification of borrowers:
Table 6: Top 5 states borrower wise
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Sl. No. Top 5 states Percentage of AUM
1
2
3
4
5
Total
4.6. Details of loans overdue and classified as non-performing in accordance with RBI’s
stipulations:
Table 7: Movement of gross NPA Table 8: Movement of provisions for
NPA
Movement of provisions for
Movement of gross NPA* Rs. crore Rs. crore
NPA
Opening gross NPA Opening balance
- Provisions made during the
- Additions during the year
year
- Write-off/ write-back of
- Reductions during the year
excess provisions
Closing balance of gross
Closing balance
NPA
*Please indicate the gross NPA recognition policy (Day’s Past Due)
4.7. Segment-wise gross NPA:
Table 9: Segment wise gross NPA
Sl. No. Segment-wise gross NPA Gross NPA (%)
1 Retail
A Mortgages (home loans and loans against property)
B Gold loans
C Vehicle finance
D MFI
E MSME
Capital market funding (loans against shares, margin
F
funding)
G Others
2 Wholesale
A Infrastructure
B Real estate (including builder loans)
C Promoter funding
D Any other sector (as applicable)
E Others
Page 45 of 215
Total
4.8. Residual maturity profile of assets and liabilities (in line with the RBI format):
Table 10: Residual maturity profile of assets and liabilities
>1 >2 >3
Up to >6 >1 >3
month months months >5
Category 30/31 months years – years – Total
– 2 – 3 – 6 years
days – 1 year 3 years 5 years
months months months
Deposit
Advances
Investment
s
Borrowing
s
FCA*
FCL*
*FCA – Foreign Currency Assets; FCL – Foreign Currency Liabilities;
Page 46 of 215
Chapter V – Denomination of issuance and trading of Non-convertible Securities
[See Regulation 50(4) and Clause 3.2(f) of Schedule I SEBI NCS Regulations, 2021]
1. Issuance of non-convertible securities:
1.1. The face value of each debt security or non-convertible redeemable preference share
issued on private placement basis shall be Rs. One lakh except as provided in Clause
1.3 below.5
Provided that with respect to a shelf placement memorandum which is valid as on
January 1, 2023, the issuer thereof shall have the option while raising funds through
tranche placement memorandum, to keep the face value at Rs. Ten lakhs or Rs. One
Lakh as he may deem fit. Necessary addendum shall be issued by such issuer to the
shelf placement memorandum.
1.2. The face value of each security mentioned under Chapter V of SEBI NCS
Regulations, 2021 and Chapter XIII of this Master circular shall be Rs. One crore.
1.3. 6The Issuer may issue debt security or non-convertible redeemable preference share
on private placement basis at a face value of Rs. Ten Thousand,
i) Subject to the following conditions:
a) The issuer shall appoint at least one Merchant Banker.
Provided that the role, responsibilities and obligations of the Merchant
Banker(s) shall be same as they would be in case of public issue of debt
security or non-convertible redeemable preference share.
b) Such debt security or non-convertible redeemable preference share shall be
interest/ dividend bearing security paying coupon/ dividend at regular intervals
with a fixed maturity without any structured obligations.
ii) The following credit enhancements shall be permitted in the aforesaid securities:
a) Guaranteed bonds;
b) Partially guaranteed bonds;
c) Standby Letter of credit (SBLC) backed securities;
d) Debt backed by pledge of shares or other assets;
e) Guaranteed Pooled bond issuance (PBI), not through a trust;
5Substituted with the issuance of Circular dated July 03, 2024. Prior to its substitution, clause 1.1 read as under:
“The face value of each debt security or non-convertible redeemable preference share issued on private placement basis shall be Rs.
One lakh”
6 The provision came into effect from July 03, 2024
Page 47 of 215
f) Obligor/ Co-obligor structures or cross default guarantee structures; and
g) Debt backed by Payment Waterfall /Escrow, or DSRA etc., but with Full
Guarantee or DSRA Replenishment Guarantee from a third party.
iii) In respect of the credit enhancements specified above, Credit Rating Agencies
(CRAs) shall verify the documentation related to the specified support
considerations to ensure the following:
a) The support is unconditional, irrevocable, and legally enforceable till all the
obligations of the security has been paid to the investors.
b) The support provider has a lower probability of default on a continuous basis,
compared with the issuer, till the time such instruments are outstanding.
iv) With respect to a shelf placement memorandum or General Information Document
(GID) which is valid as on the ‘effective date of the circular’, the issuer may raise
funds through tranche placement memorandum or Key Information Document at
a face value at Rs. Ten Thousand provided at least one Merchant Banker is
appointed to carry out due diligence in respect of such issuances. Necessary
addendum shall be issued by such issuer to the shelf placement memorandum or
General Information Document, as applicable.7
2. Trading of non-convertible securities:
2.1 [deleted]
2.2 [deleted]
2.3 Trading lot of listed debt security issued on private placement basis, non-convertible
redeemable preference share issued on private placement basis, listed security
mentioned under Chapter V of SEBI (Issue and Listing of Non-Convertible Securities)
Regulations, 2021 and Chapter XIII of the Master circular dated May 22, 2024, traded
on a Stock Exchange or OTC basis shall always be equal to face value. 8
3. This chapter is not applicable for debt securities and non-convertible redeemable
preference shares issued on a public issue basis.
7 Inserted with the issuance of Circular dated July 03, 2024
8 Revised provisions are applicable from July 03, 2024. Prior to deletion of clause 2.1, clause 2.2 and substitution of clause 2.3 the
same read as under:
2.1. The face value of a listed debt security or non-convertible redeemable preference share issued on private placement basis
traded on a stock exchange or OTC basis shall be Rs. One lakh11.
2.2. The face value of a listed security mentioned under Chapter V of SEBI NCS Regulations, 2021 and Chapter 13 of this operational
circular traded on a stock exchange or OTC basis shall be Rs. One crore.
2.3. The trading lot shall always be equal to face value.
Page 48 of 215
Chapter VI - Electronic Book Provider platform9
[See Regulation 12 of SEBI NCS Regulations, 2021 and Regulation 16 of SEBI ILDM
Regulations, 2015]
Primary issuances through EBP platform shall comply with the stipulations provided
in this chapter.
1. The following are the eligible participants (i.e. bidders) on the EBP Platform:
1.1. QIBs as defined under Regulation 2 (ss) of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (hereinafter referred to SEBI ICDR Regulations,
2018).
1.2. Any non-QIB, who/ which has been authorized by the issuer, to participate in a
particular issue on the EBP Platform.
2. The following issues of securities shall be made through the EBP platform:
2.1. A private placement of debt securities and NCRPS as per the provisions of SEBI
NCS Regulations, 2021 and municipal debt securities as per provisions of SEBI
(Issue and Listing of Municipal Debt Securities) Regulations, 2015, if it is:
i. a single issue, inclusive of green shoe option, if any, of Rs. 20 crore or more;
ii. a shelf issue, consisting of multiple tranches, which cumulatively amounts to
Rs. 20 crore or more, in a financial year; and
iii. a subsequent issue, where aggregate of all previous issues by an issuer in a
financial year equals or exceeds Rs. 20 crore.10
2.2. Issues of debt securities and NCRPS on private placement basis, irrespective of
issue size, by issuers who are in existence for less than three years, in accordance
with Clause 3.3.10 c. of Schedule I to the SEBI NCS Regulations, 2021.
2.3. The issuance of PDIs, PNCPS, PCPS, RNCPS, and instruments of similar nature
which are essentially non-equity regulatory instruments, forming part of a bank’s or
NBFC’s capital, issued as per RBI stipulations and listed under Chapter V of the SEBI
NCS Regulations, 2021, irrespective of the issue size.
9 The provisions of the October 10, 2022 circular came into effect from January 1, 2023;
10 Substituted with the issuance of Circular dated May 16, 2025. Prior to its substitution, clause 2.1 read as under:
2.1. A private placement of debt securities and NCRPS as per the provisions of SEBI NCS Regulations, 2021, if it is:
i. a single issue, inclusive of green shoe option, if any, of Rs. 50 crore or more;
ii. a shelf issue, consisting of multiple tranches, which cumulatively amounts to Rs. 50 crore or more, in a financial year; and
iii. a subsequent issue, where aggregate of all previous issues by an issuer in a financial year equals or exceeds Rs. 50 crore.
Page 49 of 215
3. An issuer, if desirous, may choose to access EBP platform for private placement of
securitised debt instruments or security receipts or CPs or CDs, and issuers constituted
as REITs, SM REITs and InvITs may also access the EBP platform for private placement
of units of REITs, SM REITs and InvITs.11
4. Issuers of debt securities, NCRPS and municipal debt securities on private placement
basis of issue size less than Rs. 20 crore may also choose to access the EBP platform
for such issuances.12
5. The obligations of issuers are as under:
5.1. The issuer shall ensure compliance with all requisite laws, rules, regulations, etc.
with respect to private placement of securities including ensuring compliance with
Section 42 of the Companies Act, 2013.
Provided that, the issuer, shall include the number of non-QIB eligible participants,
on whose behalf arranger(s) is making bids in a particular issue, for the purposes of
compliance with the provisions of Section 42 of the Companies Act, 2013 and other
relevant statutes.
5.2. The Issuer shall provide the Placement Memorandum and term sheet (i.e. summary
of important terms and conditions related to an issue) to the EBP at least two working
days prior to the issue opening date. However, the issuer issuing the securities for
the first time through EBP platform shall provide the above information at least three
working days prior to the issue to the opening date.13
5.3. The Placement Memorandum and the term sheet, inter-alia, discloses the following:
5.3.1. Details of size of the issue and green shoe portion, if any.
Provided that the green shoe portion shall not exceed five times the base
issue size.
Provided further, that issuer shall be required to disclose in the offer
document, issue-wise green shoe option exercised vis-a-vis the base issue
size and green shoe portion as specified in issues undertaken in the previous
11 Substituted with the issuance of Circular dated May 16, 2025. Prior to its substitution, clause 3 read as under:
“An issuer, if desirous, may choose to access EBP platform for private placement of municipal debt securities or CPs or CDs also”.
12 Substituted with the issuance of Circular dated May 16, 2025. Prior to its substitution, clause 4 read as under:
“Issuers of debt securities and NCRPS on private placement basis of issue size less than Rs.50 crore may also choose to access the EBP platform for
such issuances”.
13 Substituted with the issuance of Circular dated May 16, 2025. Prior to its substitution, clause 5.2 read as under:
“The Issuer shall provide the Placement Memorandum and term sheet (i.e. summary of important terms and conditions related to an issue) to the
EBP at least two working days prior to the issue opening date. However, the issuer issuing the securities for the first time through EBP platform shall
provide the above information at least five working days prior to the issue to the opening date.”
Page 50 of 215
financial year.14
5.3.2. Interest rate parameter - Zero coupon, fixed coupon or floating coupon.
5.3.3. Bid opening and closing date.
5.3.4. Minimum Bid Lot.
5.3.5. Manner of bidding in the issue i.e. open bidding or closed bidding.
5.3.6. Manner of allotment in the issue i.e. uniform yield allotment or multiple yield
allotment.
5.3.7. Manner of settlement in the issue i.e. through clearing corporation or through
escrow bank account of issuer.
5.3.8. Settlement cycle i.e. T+1 or T+2 day.
5.4. The issuer may choose to disclose estimated cut-off yield to the EBP, however the
same has to be disclosed at least one hour prior to opening of the bidding for the
issue.
5.5. Subsequent to closure of the issue, the issuer shall ensure following details of the
issue are provided on the EBP platform:
Table 1: Details of allotment in private placement
6. Participants:
6.1. Participants, prior to entering into the bidding process shall be required to enroll with
EBP. Such enrollment of a participant on an EBP will be onetime exercise and shall
be valid till the time such enrolment is annulled or rescinded.
6.2. The KYC verification and enrolment of the eligible participants on the EBP platform
shall be done in the following manner:
14 Substituted with the issuance of Circular dated May 16, 2025. Prior to its substitution, clause 5.3.1 read as under:
“Details of size of the issue and green shoe portion, if any. Provided that the green shoe portion shall not exceed five times the base issue size.”
Page 51 of 215
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6.2.1. KYC verification shall be undertaken by obtaining/ utilizing existing KYCs of
clients from KYC Registration Agencies (KRAs) registered with SEBI or on
the basis of the guidelines as prescribed by SEBI from time to time.
6.2.2. For QIB investors bidding directly or through arranger(s), KYCs and
enrolment shall be done by the EBP.
6.2.3. For non-QIB investors bidding directly, KYCs shall be done by the issuer and
enrolment shall be done by the EBP.
6.2.4. For non-QIB investors, which are bidding through arranger(s), KYC and
enrolment on EBP shall be ensured by arranger(s).
6.3. EBPs shall ensure that all eligible participants have access to the Placement
Memorandum (PM), term sheet and other issue specific information available with
them.
6.4. Each eligible participant shall provide confirmation to the EBP that it is not using any
software, algorithm, Bots or other automation tools, which would give unfair access
for placing bids on the EBP platform.
6.5. Each EBP shall ensure that it does not provide any preferential access to any bidder
on a selective basis.
6.6. An eligible participant cannot bid for an amount more than Rs.100 crore or 5% of the
base issue size, whichever is lower, through arranger(s) on the EBP platform.
Provided that Foreign Portfolio Investors may bid through their custodians.
6.7. An arranger can bid, on behalf of multiple participants, subject to the limits for each
participant, as mentioned above.
6.8. For bids made by an arranger for any particular issue, such arranger shall disclose
the following to the EBP at the time of bidding:
6.8.1. Specify that whether the bid is:
a. a proprietary bid; or
b. a client bid i.e. entered on behalf of an eligible participant; or
c. a consolidated bid i.e. an aggregate bid consisting of proprietary bid and
Client bids.
6.8.2. For consolidated bid, arranger shall disclose breakup between proprietary bid
and client bid(s). Further, for client bids, the following shall be disclosed:
Page 52 of 215
a. Names of such eligible participants;
b. Category (i.e. QIB or non-QIB); and
c. Quantum of bid of each eligible participant.
7. Bidding, allotment and settlement process:
7.1. Bidding timings and period:
7.1.1. In order to ensure operational uniformity across various EBP platforms, the
bidding on the EBP platform shall take place between 9 a.m. to 5 p.m. only,
on the working days of the recognized stock exchanges.
7.1.2. The bidding window shall be open for the period as specified by the issuer
in the bidding announcement; however, the same shall be open for at least
one hour.
7.1.3. An issuer can provide details of the eligible participant(s) for a particular
issue, to the EBP, not later than one hour before the bidding start time.
7.2. Bidding announcement:
7.2.1. Issuer shall make the bidding announcement on EBP at least one working
day before initiating the bidding process.
7.2.2. Bidding announcement shall be accompanied with details of bid opening
and closing time, and any other details as required by the EBP from time
to time.
7.2.3. Any change in bidding time and/ or date by the issuer shall be intimated to
the EBP, ensuring that such announcement is made within the operating
hours of the EBP, at least a day before the bidding date.
Provided that such changes in bidding date or time shall be allowed for a
maximum of two times.
7.3. The bidding process on EBP platform shall be on an anonymous order driven
system.
7.4. Bid shall be made by way of entering bid in:
7.4.1. Price; or
7.4.2. Coupon (in %), up to four decimal places; or
7.4.3. Spread in basis points (bps).
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Further, the bid amount shall be specified in Rupees (INR).
7.5. Bidding process shall be based on the following:
7.5.1. Coupon specified by issuer: The face value and coupon remaining
constant, bids/ quotes shall be placed by the bidders in terms of price.
7.5.2. Coupon/ spread discovered during bidding: The face value remaining
constant, bids/ quotes shall be placed by the bidders in terms of coupon/
spread.
7.6. Investors may place multiple bids in an issue.
7.7. Modification or cancellation of the bids shall be allowed i.e. bidder can cancel or
modify the bids made in an issue, subject to the following:
7.7.1. such cancellation/ modification in the bids can be made only during the
bidding period;
7.7.2. no cancellation of bids shall be permitted in the last 10 minutes of the
bidding period; and
7.7.3. in the last 10 minutes of the bidding period, only revision allowed would be
for:
a. downward revision of coupon/ spread or upward modification of price;
and/ or
b. upward revision in terms of the bid size.
7.8. The bid placed in the system shall have an audit trail which includes bidder’s
identification details, time stamp and unique order number. Further against such
bids, the EBP shall provide an acknowledgement.
7.9. All the bids made in a particular issue shall be disclosed on the EBP platform, in
the following format:
Table 2: Details of cumulative demand received on EBP platform
Coupon/ price/ Amount demand at that particular Cumulative
spread coupon/ price/ spread (in Rs. amount demand
crore) (in Rs. crore)
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7.10. For issues with open bidding, the aforesaid information shall be disseminated on a
real time basis; however, for issues with closed bidding, the information shall be
disseminated after closure of bidding.
7.11. Allotment and settlement amount for the bidders shall be based on the following:
7.11.1. Coupon specified by issuer: All bids shall be arranged as per ‘price time
priority’.
a. In case of ‘uniform yield allotment’, allotment and settlement value shall be
based on the cut-off price determined in the bidding process.
b. In case of ‘multiple yield allotment’, allotment and settlement value shall be
based on the price quoted by each bidder/ allottee in the bidding process.
7.11.2. Coupon discovered during bidding: All bids shall be arranged as per ‘yield
time priority’.
a. In case of ‘uniform yield allotment’, allotment and settlement value shall be
based on the face value.
b. In case of ‘multiple yield allotment’, allotment and settlement value shall be
based on the price adjusted as per the coupon/ spread quoted by each
bidder/ allottee in the bidding process.
7.11.3. If there are two or more bids at cut-off coupon/ price/ spread, then allotment
shall be done on ‘pro-rata’ basis. The same is explained by way of an
illustration in Annexure-VI A.15
8. Anchor portion within the base issue size:
8.1. Issuer shall have an option to avail an ‘anchor portion’ within the base issue size,
subject to the below mentioned conditions:
8.1.1. Issuer shall have the discretion to select the anchor investor(s) for the anchor
portion.
8.1.2. The quantum of allocation(s) to the anchor investor(s) shall be at the
discretion of the issuer, subject to total allocation to the anchor(s) not
exceeding the base issue size, as per thresholds mentioned below:16
15 Substituted with the issuance of Circular dated May 16, 2025. Prior to its substitution, clause 7.11.3 read as under:
“If two or more bids have the same coupon/ price/ spread and time, then allotment shall be done on ‘pro-rata’ basis.”
16Substituted with the issuance of Circular dated May 16, 2025. Prior to its substitution, clause 8.1.2 read as under:
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Instrument Rating Anchor Portion (%) of base size
AAA/ AA+/AA/AA- Not exceeding 30%
A+/A- Not exceeding 40%
Others Not exceeding 50%
8.1.3. There shall be no bidding for anchor portion on the EBP platform.
8.1.4. If the issuer opts for anchor portion, the same shall be suitably disclosed in
the placement memorandum and the term sheet along with the relevant
quantum.17
8.1.5. Issuer shall disclose details of the anchor investor(s) and the corresponding
quantum allocated, to the EBP, along with the Placement Memorandum and
the term sheet. Such anchor investors shall provide electronic confirmation
on the EBP platform of their participation by T-1 day. Amount not confirmed
by any such investor shall be added back to the base issue size.18
8.1.6. The settlement amount for the anchor investor(s) shall be determined on the
basis of the following:
a. Coupon specified by the issuer:
Uniform yield allotment: The ‘cut-off’ price determined in the bidding
process (in case of issues with anchor portion, it will imply total issue size
less the anchor portion).
Multiple yield allotment: Face value of the security.
Provided that, in case of re-issuance, the ‘cut-off’ price determined in the
bidding process shall be applicable on the anchor investor(s).
b. Coupon/ spread determined in the bidding process:
Uniform yield or multiple yield allotment: Face value of the security
“The quantum of allocation(s) to the anchor investor(s) shall be at the discretion of the issuer, subject to total allocation to the anchor(s) not
exceeding 30% of the base issue size.”
17Substituted with the issuance of Circular dated May 16, 2025. Prior to its substitution, clause 8.1.4 read as under:
“If the issuer opts for anchor portion, the same shall be suitably disclosed in the placement memorandum and the term sheet, along with the
relevant quantum (maximum 30%).”
18Substituted with the issuance of Circular dated May 16, 2025. Prior to its substitution, clause 8.1.5 read as under:
“Issuer shall disclose details of the anchor investor(s) and the corresponding quantum allocated, to the EBP, along with the Placement
Memorandum and the term sheet.”
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8.2. The remaining portion of the issue (i.e. the non-anchor portion within the base issue
size and the green shoe portion), shall be open for bidding by the eligible participants
at the chosen time slot on the EBP platform. The anchor investor(s) may also
participate in the said portion if identified as eligible participant(s) by the issuer.
9. Pay-in obligations:
9.1. Pay-in towards the allotment of securities shall be done from the account of the
bidder, to whom allocation is to be made. For bids made by the arranger on behalf
of eligible participant(s), pay-in towards allotment of securities shall be made from
the account of such eligible participants.
9.2. Pay-in of funds through escrow bank account of issuer: The pay-in of funds towards
an issue on EBP shall be permitted either through clearing corporations of stock
exchanges or through the escrow bank account of an issuer. An issuer, in its PM,
shall disclose the manner of pay-in of funds so chosen and details thereof. The
process of pay-in of funds by investors and pay-out to issuer can be done on either
T+1 or T+2 day, where T day is the issue day, and the same shall be disclosed by
the issuer in the PM.
9.3. In case of non-fulfillment of pay-in obligations by allottees and anchor investor(s),
such allottees and anchor investor(s) shall be debarred from accessing the bidding
platform across all EBPs for a period of thirty days from the date of such default.
9.4. In case of three instances of non-fulfillment of pay-in obligations, across all EBPs,
by client(s) for whom an arranger has bid, then such arranger shall be debarred from
accessing the bidding platform on any EBP, for a period of seven days from the date
of the such third or subsequent default.
9.5. Pay in shall be done through the clearing corporations of stock exchanges, as per
their operating guidelines, or through an escrow bank account of the issuer, as
mentioned below.
Provided that where the issuer has selected the escrow bank account as the
mechanism for pay-in, EBP, pursuant to successful closure of issue, shall share the
allocation details with the Registrar to an Issue, associated with the issue.
9.6. Process flow of settlement, where funds pay-in is to be made to escrow bank
account of issuer:
9.6.1. Successful bidders, in an issue, will make pay-in of funds towards the
allocation made to them, in the escrow bank account within the timelines, as
provided by the issuer in the PM/ IM. The funds pay-in by the successful
Page 57 of 215
bidders will be made only from the bank account(s), which have been
provided/ updated in the EBP system. Further, pay-in received from any other
bank account will lead to cancellation of bid and consequent debarment of
the investor from accessing EBP platform for 30 days.
9.6.2. Escrow bank, pursuant to receipt of funds will provide a confirmation to the
RTA, associated with the issue, about receipt of funds along with details
including name of bank account holder, bank account number and the
quantum of funds received.
9.6.3. RTA, will then reconcile the information received from escrow bank with the
details as provided by EBP and after reconciliation RTA shall intimate to the
issuer about receipt of funds. Subsequently, issuer will initiate the process of
corporate action through the RTA to Depository.
9.6.4. RTA, after passing on the instructions for corporate action to the depositories,
will issue instruction to the escrow bank to release money to the issuers bank
account.
10. Withdrawal of offer by an issuer:
10.1. An issuer, at its discretion, may withdraw from the issue process at any time;
however, subsequent to such withdrawal, the issuer shall not be allowed to access
any of the EBP platforms for a period of seven days from the date of such withdrawal.
A withdrawal from the issue process shall imply withdrawal of the total issue
including anchor portion.
10.2. If an issuer withdraws from the issue because of any of the reasons as outlined
below, the restrictions mentioned in the above paragraph shall not be applicable:
10.2.1. issuer is unable to receive the bids up to the base issue size; or
10.2.2. bidder has defaulted on payment towards the allotment, within stipulated
timeframe, due to which the issuer is unable to fulfill the base issue size; or
10.2.3. cut-off yield (i.e. the highest yield at which a bid is accepted) in the issue is
higher than the estimated cut-off yield (i.e. the yield estimated by the issuer,
prior to opening of issue) disclosed to the EBP, where the base issue size
is fully subscribed.
10.3. Disclosure of estimated cut-off yield on the EBP platform to the eligible participants,
pursuant to closure of issue, shall be at the discretion of the issuer.
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10.4. In case an issuer withdraws issues on the EBP platform because of the cut-off yield
being higher than the estimated cut-off yield, the EBP shall mandatorily disclose the
estimated cut-off yield to the eligible participants.
11. Responsibilities of various entities involved in the process:
11.1. Issuer shall:
11.1.1. open an escrow bank account/ have an escrow bank account jointly with a
RTA, where the role of the RTA in operating such bank account shall be
limited to the responsibilities as provided under this circular;
11.1.2. provide the details of escrow bank account in which pay-in of funds has to
be made and the timelines by which such pay-in shall be done by the
successful bidders; and
11.1.3. effect corporate action for credit of securities to the successful bidders,
after receiving confirmation from the RTA about receipt of funds.
11.2. RTA shall:
11.2.1. undertake reconciliation between information received from the escrow
Bank and EBP. Further, after reconciliation, shall intimate the issuer about
the receipt of funds and shortfall, if any, and the reasons thereof;
11.2.2. issue instructions to the escrow bank account for the release of funds, after
passing on the instructions for corporate action to the depositories; and
11.2.3. intimate to the EBP, upon closure of the issue, the status of the issue i.e.
successful or withdrawn, details of defaulting investors etc.
12. Obligations and duties of EBP:
12.1. An EBP shall:
12.1.1. provide an on-line platform for placing bids;
12.1.2. have necessary infrastructure like adequate office space, equipment, risk
management capabilities, manpower and other information technology
infrastructure to effectively discharge the activities of an EBP;
12.1.3. ensure that the PM, term sheet and other issue related information is
available to the eligible participants on its platform immediately on receipt
of the same from the issuer;
12.1.4. have adequate backup, disaster management and recovery systems; and
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12.1.5. ensure safety, secrecy, integrity and retrievability of data.
12.2. EBPs shall ensure that following details regarding the issuance is updated on its
website by end of T-day for issues closing upto 1 p.m. on T-day and by 1 p.m. on
T+1 day for the remaining issues.19
Bidding date / Date of Issuance
Issuer Name
ISIN
Issue Description
Type of Issuance
(Type of Placement)
Allotment date
Face Value (in Rs. Lakhs)
Credit Rating
Type of Book Bidding
Price (in Rs.)
Spread (bps)
Yield (%)
Manner of allotment
Manner of settlement
Link of GID/PPM
Link of KID/Term sheet
Base Issue Size (in Rs. Crs)
Green Shoe Option (in Rs. Crs)
Amount raised (in Rs. Cr )
Maturity Date
Coupon (%)
Coupon Frequency
No. of successful bidders
(& Category of Investors)
Type of Bidding
Secured/Unsecured
Tenor
Maturity Type
Interest Payment Type
Anchor Amount
Number of Anchor Investors
Total QIB Bidding
Total QIB Amount Accepted
Total Non-QIB Bidding
19 Substituted with the issuance of Circular dated May 16, 2025. Prior to its substitution, clause 12.2 read as under:
“EBPs shall ensure that all details regarding the issuance is updated on its website.”
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Total Non QIB Amount Accepted
Cut off Yield/ Price
Weighted average cut off yield/ price
12.3. EBPs shall together ensure that the operational procedure is standardized across
all EBP platforms and the details of such operational procedure are disclosed on
their websites.
12.4. Where an issuer has disclosed estimated cut-off yield to the EBP, the EBP shall
ensure its electronic audit trail and secrecy. However, in case issuers withdraw
issues on the EBP because of the cut off yield being higher than the estimated cut
off yield, the EBP shall mandatorily disclose the estimated cut off yield in its
platform.
12.5. EBPs shall ensure coordination amongst themselves and also with depositories so
as to ensure that the cooling off period for issuers and debarment period for
investors is adhered to.
12.6. EBPs shall ensure that bidding is done in the manner as specified.
12.7. The EBP shall be responsible for accurate, timely and secured bidding process of
the electronic bid by the bidders.
12.8. The EBP shall provide a facility to the eligible participants to define the limits/ range,
within which quotes may be placed, from its user interface, to avoid ‘fat finger’
errors.
12.9. The EBP shall be responsible for addressing investor grievances arising from
bidding process.
13. CISA Audit of EBP Platform:
The EBP platform so provided by the EBP shall be subject to audit by a CISA at least
once a year.
14. Electronic Book Providers are directed to:
14.1. comply with the conditions laid down hereunder;
14.2. put in place necessary systems and infrastructure for implementation and make
consequential changes, if any, to their bidding portal and respective exchange bye-
laws; and communicate and create awareness about these provisions amongst
issuers, arrangers and investors.
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15. Applicability of certain clauses:
15.1. Revised Clauses 5.2, 8.1.2, 8.1.4, 8.1.5 and 12.2 of this Chapter shall be applicable
from 3 months from May 16, 2025.
15.2. Revised Clause 3 and 7.11.3 of this Chapter shall be applicable from 6 months
from May 16, 2025.20
20 Inserted with the issuance of Circular dated May 16, 2025.
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Annexure-VI A
Illustration - EBP – Allotment Basis
Issue Parameters:
Base Issue Size: Rs 1000 Cr
Issuance Category: Coupon specified by Issuer
Bidding Window: 10:00 AM to 11:00 AM
Bidding Parameters: Amount (Rs Cr) and Price
Bid Book
Bidder Bid Amount (Rs Bid Price Timestamp
Cr)
Bidder A 300 100 10:02:10
Bidder B 100 100.05 10:11:15
Bidder C 150 100.05 10:12:10
Bidder D 400 100.04 10:15:00
Bidder E 500 99.99 10:32:10
Bidder C 150 100.03 10:12:10
Bidder F 300 100 10:45:00
Bidder G 200 99.98 10:51:10
Bidder B 100 100.04 10:55:12
Depth
Bidder Bid Amount (Rs Bid Price Cumulative
Cr) Amount (Rs Cr)
Bidder B 100 100.05 100
Bidder C 150 100.05 250
Bidder D 400 100.04 350
Bidder B 100 100.04 750
Bidder C 150 100.03 900
Bidder A 300 100 1200
Bidder F 300 100 1500
Bidder E 500 99.99 2000
Bidder G 200 99.98 2200
Cut-off price - 100
Page 63 of 215
Uniform Yield Allotment – Proportionate allotment at Cut-off in Uniform
Yield Allotment
Allotment
Bidder Bid Bid Price Timestamp Allocation Allotment
Amount Amount price
(Rs Cr) (Rs Cr)
Bidder B 100 100.05 10:11:15 100 100
Bidder C 150 100.05 10:12:10 150 100
Bidder D 400 100.04 10:15:00 400 100
Bidder B 100 100.04 10:55:12 100 100
Bidder C 150 100.03 10:12:10 150 100
Bidder A 300 100 10:02:10 50 100
Bidder F 300 100 10:45:00 50 100
Bidder E 500 99.99 10:32:10 -
Bidder G 200 99.98 10:51:10 -
Multiple Yield Allotment – Proportionate allotment at Cut-off in Multiple
Yield Allotment
Bidder Bid Bid Price Timestamp Allocation Allotment
Amount Amount price
(Rs Cr) (Rs Cr)
Bidder B 100 100.05 10:11:15 100 100.05
Bidder C 150 100.05 10:12:10 150 100.05
Bidder D 400 100.04 10:15:00 400 100.04
Bidder B 100 100.04 10:55:12 100 100.04
Bidder C 150 100.03 10:12:10 150 100.03
Bidder A 300 100 10:02:10 50 100
Bidder F 300 100 10:45:00 50 100
Bidder E 500 99.99 10:32:10 -
Bidder G 200 99.98 10:51:10 -
Page 64 of 215
Chapter VII - Standardization of timelines for listing of securities issued on a private
placement basis
[See Regulations 6, 44 and 46 of SEBI NCS Regulations, 2021, Regulations 24 and 38D of
the SEBI SDI Regulations, 2008 and Regulations 4A, 4E and Clause 7(m) of Schedule I of
SEBI ILDM Regulations, 2015]
1. This chapter shall be applicable for non-convertible securities, securitised debt
instruments, security receipts and municipal debt securities (hereinafter referred to as
“securities” in this chapter) issued on a private placement basis.
In-principle approval:
2. An issuer desirous of issuing and listing non-convertible securities or municipal debt
securities, shall make an application for in-principle approval to the stock Exchange(s), in
terms of Regulation 6 of the NCS Regulations or Regulation 4A of the ILDM Regulations,
respectively, complete in all respects, including the submissions and disclosures, as may
be specified by the stock exchange(s).
Timelines for issuance and listing of securities on private placement basis:
3. The timelines for each of the steps involved, from submission of the application for in-
principle approval to the listing of the security on the stock exchange(s), are given below:
Table 1: Timelines for issuance and listing of securities on private placement basis
Category Timeline Nature of activity
(working EBP Non-EBP
day)
In-principle Prior to T-2/ Issuer shall ensure receipt Issuer shall ensure receipt
approval T-321 (EBP); of in-principle approval of in-principle approval
Prior to T from the stock from the stock
(Non-EBP) exchange(s) where it exchange(s) where it
wishes to list its proposed wishes to list its proposed
debt issuance/ securities, debt issuance/ securities,
prior to the date of prior to issue open date.
providing the Placement
Memorandum and term
sheet to the EBP(s), in
terms of paragraph 5.2 of
Chapter VI of this Master
Circular.
21 applicable from 3 months from May 16, 2025. Substituted with the issuance of Circular dated May 16, 2025. Prior to substitution it read as “Prior
to T-2/ T-5 (EBP); Prior to T (Non-EBP)”
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Category Timeline Nature of activity
(working EBP Non-EBP
day)
Bidding On or before Issuer shall provide the Issue period (open and
announcement T-1 bidding start time and close date) is to be
close time to EBP, on or disclosed by the Issuer in
before T-1. the Placement
memorandum.
Day of bidding/ T  Bidding on the EBP  Finalisation of allotments
Issue period platform; to investors on issue
 Provisional allocation to closure date.
the bidders by the issuer;  Communication about
 Communication about allotments and pay-in
allotments and pay-in obligations to the
obligations to the investors on issue
bidders; closure date.
ISIN On or before  Issuer shall ensure  Issuer shall ensure
allocation/ T+1 receipt of ISIN from a receipt of ISIN from a
assignment/ Depository prior to pay- Depository prior to pay-
confirmation in. in.
by Depository  Issuer shall apply to  Issuer shall apply to
other Depository(ies) for other Depository(ies) for
admission of such admission of such
proposed debt issuance. proposed debt issuance.
Settlement On or before  Pay-in by the bidders/  Receipt of funds by the
T+1/ T+2 (as allottees; Issuer from investors;
per  Communication of  Finalisation of allocation
settlement receipt of money to the by the Issuer;
cycle chosen Issuer;  Payment of stamp duty
by the  Finalisation of allocation by Issuer;
Issuer) by the Issuer;  Filing of Corporate
(EBP);  Payment of stamp duty action file by RTA;
by Issuer;  Conclusion of Corporate
On or before
 Filing of Corporate action action/ demat credit by
T+2
file by RTA; the Depositories;
(Non-EBP);
 Conclusion of Corporate  Issue of credit
action/ demat credit by confirmation letter by
the Depositories; Depositories to Issuer;
 Pay-out of funds to the
Issuer;
 Issue of credit
confirmation letter by
Depositories to Issuer;
Listing On or before  Issuer shall make an  Issuer shall make an
T+3; application for listing of application for listing of
its non-convertible its non-convertible
securities or municipal securities, municipal
Page 66 of 215
Category Timeline Nature of activity
(working EBP Non-EBP
day)
debt securities, to the debt securities,
stock exchange(s), in securitised debt
terms of Regulation 44 of instruments or security
the NCS Regulations or receipts, to the stock
Regulation 4E of the exchange(s), in terms of
ILDM Regulations, Regulation 44 of the
respectively, complete in NCS Regulations,
all respects, including Regulation 4E of the
the submissions and ILDM Regulations or
disclosures, as may be Regulations 35 and 38D
specified by the stock of the SDI Regulations,
exchange(s), and within respectively, complete in
the timelines as may be all respects, including
specified by the stock the submissions and
exchange(s). disclosures, as may be
 Confirmation of listing specified by the stock
permission to Issuer by exchange(s), and within
the stock exchange(s). the timelines as may be
 ISIN activation by the specified by the stock
Depositories. exchange(s).
 Confirmation of listing
permission to Issuer by
the stock exchange(s).
 ISIN activation by the
Depositories.
*For privately placed issues through EBP, T implies bidding date; for privately placed issues outside EBP,
T implies issue open date;
Note: In the above table, for privately placed issue outside EBP, for illustration, it is assumed that issue is
open for one day only. In case issue is kept open for more than one day, the timelines specified above for
activities post the bidding date shall be computed from issue closure date.
4. Stock exchange(s) are advised to inform the listing approval details to the Depositories
whenever listing permission is given to securities issued on private placement basis.
5. Depositories shall activate the ISINs of securities issued on private placement basis only
after the stock exchange(s) have accorded approval for listing of such securities.
Further, in order to facilitate re-issuances of new debt securities in an existing ISIN,
Depositories are advised to allot such new securities under a new temporary ISIN which
shall be kept frozen. Upon receipt of listing approval from stock exchange(s) for such new
securities, the securities credited in the new temporary ISIN shall be debited and the same
shall be credited in the pre-existing ISIN of the existing securities, before they become
available for trading.
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6. In case of delay in listing of securities issued on privately placement basis beyond the
timelines specified above, the issuer in addition to the coupon/ dividend rate payable to
the investor, the issuer shall pay penal interest at the rate of 1% p.a. for the period of
delay to the investor (i.e. from the date of allotment to the date of listing).
7. The stock exchanges are advised to issue necessary directions regarding:
a. the submissions/ disclosures required to be made by an issuer at the time of making
an in-principle approval application and listing application; and
b. the timelines within which such application for in-principle approval and listing, is to be
made by an Issuer.
8. The stock exchanges may permit deviation from the above, if found necessary, subject to
the outer limit of T+3 days for conclusion of listing process, after recording the reasons in
writing.
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Chapter VIII - Specifications related to ISIN for debt securities
[See Regulation 17 of SEBI NCS Regulations, 2021]
1. In respect of private placement of debt securities, the following shall be complied
with regard to ISINs, utilised to issue debt securities from April 1, 2023:
1.1 A maximum number of fourteen ISINs maturing in any financial year shall be allowed
for an issuer of debt securities. In addition, a further six ISINs shall also be available
for the issuance of the capital gains tax debt securities by the authorized issuers under
section 54EC of the Income Tax Act, 1961 on private placement basis.
1.2 Out of the fourteen ISINs maturing in a financial year, the bifurcation of ISINs shall be
as under:
a. A maximum of nine ISINs maturing per financial year shall be allowed for plain
vanilla debt securities. Within this limit of nine ISINs, the issuer can issue both
secured and unsecured debt securities.
Provided where the total outstanding amount across the nine ISINs, maturing in a
given financial year, reaches Rs. 15,000 crore, then three additional ISINs would
be permitted to mature in the same financial year. The same should be intimated
by the issuer to the stock exchanges and depositories.
b. A maximum of five ISINs maturing per financial year shall be allowed for structured
debt securities and market linked debt securities.
1.3 Where an issuer issues only structured/ market linked debt securities, the maximum
number of ISINs allowed to mature in a financial year shall be nine.
1.4 Further, with respect to the debt securities issued on or after April 01, 2023, all the
ISINs corresponding to these issues (including ISINs issued prior to April 01, 2023),
maturing in any financial year, shall adhere to the limits as specified above.
1.5 The above threshold may be reviewed periodically to further reduce fragmentation in
the corporate bond market.
2. In respect of private placement of debt securities, the following shall be complied
with regard to ISINs, utilised for issuance of debt securities up to March 31, 2023
and maturing in later years:
2.1 A maximum number of seventeen ISINs maturing in any financial year shall be
allowed for an issuer of debt securities. In addition, a further twelve ISINs shall also
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be available for the issuance of the capital gains tax debt securities by the authorized
issuers under section 54EC of the Income Tax Act, 1961 on private placement basis.
2.2 Out of the seventeen ISINs maturing in a financial year, the bifurcation of ISINs shall
be as under:
a. A maximum of twelve ISINs maturing per financial year shall be allowed for plain
vanilla debt securities. Within this limit of twelve ISINs, the issuer can issue both
secured and unsecured debt securities
b. A maximum of five ISINs maturing per financial year shall be allowed for
structured debt securities and market linked debt securities.
2.3 Where an issuer issues only structured/ market linked debt securities, the maximum
number of ISINs allowed to mature in a financial year shall be twelve.
3. Issuers of certain debt securities like subordinate debt, Tier II bonds issued by
Standalone Primary Dealers, bonds issued by banks to raise resources for lending to
long term infrastructure sub-sectors and affordable housing were provided dispensations
from ISIN restrictions till June 30, 2020.
4. In case of conversion of partly paid debt securities to fully paid debt securities, such
conversion shall not be counted as an additional ISIN.
4A. Unlisted ISINs outstanding as on December 31, 2023 which are converted to listed
ISINs, pursuant to the provision of Regulation 62A(2) of LODR Regulations shall be
excluded from the maximum limit of ISINs to mature in a financial year.22
5. In case of debt securities, where call and/ or put option is exercised, the issuer, if it so
desires, may issue additional debt securities for the balance period viz. remaining period
of maturity of earlier debt securities. For example, if an issuer has issued debt securities
in the month of August 2017 having maturity period of three years and callable after one
year, then in such a scenario if the call option is exercised in the month of August 2018,
then for the balance two years’ period viz. (September 2018 - August 2020) the issuer
may issue additional debt securities maturing in August 2020, under the same ISIN.
Provided that the aforesaid additional issue shall be subject to the condition that the
aggregate count of outstanding ISINs maturing in the financial year in which the original
issue of debt securities (bearing call and/ or put option) is due for expiring, shall not
exceed the prescribed limit of ISINs.
22Inserted with the issuance of Circular dated December 13, 2024
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6. In case of structured/ market linked debt securities which have embedded options viz. call
and/ or put option, the maturity of ISINs shall be reckoned on basis of original maturity
date of debt securities.
For e.g. If a structured debt security with a maturity period of five years has an option to
be called after three years and every year thereafter till redemption, then such security
shall be grouped as per its maturity period i.e. five years and not based upon the option to call.
7. Mechanism for honoring debt obligations arising out of capping of ISINs:
9.1. An issuer may honour its debt obligations/ liabilities, arising out of such ISIN
restrictions, in the manner as deemed feasible to them i.e. the issuer can make
staggered repayments or bullet maturity repayments or in any other manner deemed
so.
9.2. An issuer may offer different type of payment options to different category of investors
subject to such disclosures being made in the placement memorandum in order to
manage their asset liability mismatch.
For e.g. an insurance company may be offered staggered redemption, however
mutual fund may be offered bullet payment.
9.3. Also, in case of any modification in terms or structure of the issue viz. change in terms
of payment, change in interest pay-out frequency etc. the issuer may make such
modification by following procedure as has been laid out in Regulation 59 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as SEBI LODR Regulations, 2015).
9.4. Record Date: There may be cases where multiple record dates would arise on account
of staggered payment or other cases viz. frequency of payment etc. In such a case,
when announcing multiple record dates, the issuer has to disclose clearly to the stock
exchanges the basis of payment to the investors viz. pro-rata, first come first serve
basis etc.
8. Amendment to the AoA/ charter/ constitution of the issuer: In order to comply with the
provisions of regulation 49 (a) of the SEBI NCS Regulations, 2021 the issuer shall make
an enabling provision in its AoA/ charter/ constitution to carry out consolidation and re-
issuance of debt securities.
9. Reporting and Monitoring:
9.1. Issuers:
a) The issuer shall within fifteen days from the end of every half year (i.e. April 15 and
Page 71 of 215
October 15), submit a statement, to the stock exchange, where its debt securities
are listed, as well as to the depository containing data in the format as prescribed
below:
Table 1: Format for half-yearly reporting by the issuer
Name of Issuance Maturity Coupon Payment Embedded Amt. Amt.
ISIN no.
the issuer date date rate frequency option, if any issued outstanding
b) In case there is any modification in terms or structure of the issue viz. change in
terms of payment, change in interest pay-out frequency etc.as specified above,
the issuer shall, forthwith, inform the same to the Stock Exchange and depository.
9.2. Obligations of stock exchanges and depositories:
a) Upon receipt of the report as specified above:
i. the stock exchange shall upload the same on its website as well as the
Integrated Trade Repository for debt securities.
ii. The depositories shall upload the same on the centralized database for
corporate bonds/ debentures as well as the Integrated Trade Repository for debt
securities.
b) The stock exchange shall within five working days of the expiry of the period as
specified in paragraph 9.1 above, send the reports received by it to the
depositories for the purposes of their reconciliation.
c) The depositories shall thereafter within five working days of receipt of reports from
the stock exchanges, send a status report to the latter regarding utilization of ISINs
by the issuers.
d) The stock exchanges shall within thirty working days from the end of every half
year, shall submit a report to SEBI, in case there has been any violation by the
issuers regarding the above provisions.
10. Illustration:
For easy reference, the operability of the circular for an issuer XYZ Limited with respect
to the ISINs (plain vanilla debt securities) issued prior to and on or after April 01, 2023
is illustrated as under:
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Date of Year of No. of ISINs Value of Applicability of this
Issuance of maturity maturing in listed debt circular
listed debt (cited as the FY cited securities
securities example) as example outstanding
(in INR cr)
Up to March FY 2024-25 11 Any amount Limits specified in this
31, 2023 circular shall not apply;
(before the Issuer can avail the usage
operability of of one more fresh ISIN
the circular) maturing in FY 2024-25,
since the issuance is
within March 31, 2023.
Re-issuances can be
made under the existing
ISINs
April 01, 2023 FY 2029-30 7 Less than Limits specified in this
onwards (post Rs.15000 circular shall apply.
the operability crore
of the circular) Issuers can utilize/ avail 2
fresh ISINs (9-7) maturing
in FY 2029-30. Re-
issuances can be made
under the existing
ISINs
April 01, 2023 FY 2029-30 9 Less than Limits specified in this
onwards (post Rs.15000 circular shall apply.
the operability crore
of the circular) Issuers cannot utilize/
avail fresh ISINs (9-9)
maturing in FY 2029-30.
Re-issuances can be
made under the existing
ISINs
Page 73 of 215
April 01, 2023 FY 2029-30 9 Equal to or Limits specified in this
onwards (post more than circular shall apply.
the operability Rs.15000
of the circular) crore Issuers can utilize/ avail 3
fresh ISINs (9+3) maturing
in FY 2029-30.
Re-issuances can be
made under the existing
ISINs
11. The Stock Exchanges and Depositories shall communicate to SEBI, the status of
implementation of the provisions of this chapter
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Chapter IX – Green Debt Securities
[See Regulation 12A of SEBI NCS Regulations, 2021]
Initial disclosure requirements for issue and listing of green debt securities
1. An issuer desirous of issuing green debt securities shall make the following additional
disclosures in the offer document for public issues / private placements:
1.1 A statement on environmental sustainability objectives of the issue of green debt
securities;
1.2 Brief details of decision-making process followed/proposed for determining the
eligibility of project(s) and/or asset(s), for which the proceeds are being raised
through issuance of green debt securities, such as:
a) Process followed/ to be followed for determining how the project(s) and/or
asset(s) fit within the eligible green projects categories as defined under
Regulation 2 (1) (q) of NCS Regulations,
b) The criteria making the project(s) and/ or asset(s) eligible for using the green
debt securities proceeds; and
c) Details of taxonomies, green standards or certifications both Indian and
global, if any referenced and the alignment of projects with said taxonomies,
related eligibility criteria, and exclusion criteria, if applicable.
d) Details of the alignment of the objective of the issue with the India’s Intended
Nationally Determined Contributions in case of the proceeds raised though
issuance of transition bonds
1.3 Details of the system/procedures to be employed for tracking the deployment of
the proceeds of the issue.
1.4 Details of the project(s) and/or asset(s) or areas where the issuer, proposes to
utilise the proceeds of the issue of green debt securities, including towards
refinancing of existing green project(s) and/or asset(s), if any.
1.5 Details of an indicative estimate of distribution of proceeds raised though
issuance of green debt security between financing and refinancing of project(s)
and/ or asset(s); if applicable.
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1.6 Details of the intended types of temporary placement of the unallocated and
unutilised net proceeds from the issue of green debt securities
1.7 Details related to the perceived social and environmental risks and proposed
mitigation plan associated with the project(s) proposed to be financed/ refinanced
through the proceeds from the issue of green debt securities
1.8 The issuer shall appoint an independent third party reviewer/ certifier, for
reviewing/certifying the processes including project evaluation and selection
criteria, project categories eligible for financing by green debt securities, etc.
The said requirement of appointing a third party reviewer/ certifier is applicable
on a ‘comply or explain’ basis for a period of two years. ‘Comply or explain’ for
the purpose of the above, shall mean that the issuer shall endeavour to comply
with the provisions and achieve full compliance by two years from the date of
issuance of the circular. In case the entity is not able to achieve full compliance
with the provisions till such time, the issuer shall in its annual report, explain the
reasons for such non-compliance/ partial compliance and the steps initiated to
achieve full compliance
Continuous disclosure requirements for listed green debt securities:
2. An issuer who has listed green debt securities, shall provide following additional
disclosures along with its annual report and financial results:
2.1 Utilisation of the proceeds of the issue, as per the tracking done by the issuer
using the internal process as disclosed in offer document. Utilisation of the
proceeds shall be verified by the report of an external auditor, to verify the internal
tracking method and the allocation of funds towards the project(s) and/or asset(s),
from the proceeds of green debt securities.
2.2 Details of unutilized proceeds including the temporary placement/utilization of
unallocated and unutilized proceeds from each ISIN of green debt security issued
by the issuer.
2.3 The following additional disclosures shall be made in the Annual Report:
a) List of project(s) and/or asset(s) to which proceeds of the Green Debt
Securities have been allocated/invested including a brief description of such
project(s) and/or asset(s) and the amounts disbursed.
b) Qualitative performance indicators and, where feasible, quantitative
performance measures of the environmental impact of the project(s) and/or
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asset(s). If the quantitative benefits/impact cannot be ascertained, then the
said fact may be appropriately disclosed along with the reasons for non-
ascertainment of the benefits/impact on the environment
c) Methods and the key underlying assumptions used in preparation of the
performance indicators and metrics;
d) Details of the deployment of the mitigation plan (as disclosed in the offer
documents) for the perceived social and environmental risks
2.4 Impact Reporting: Information, on a project-by-project basis, pertaining to
reporting of the environmental impact of the projects financed by the green debt
securities. Reporting standards or taxonomies followed by the issuer with regard
to reporting of environmental impact, if any, shall also be disclosed.
2.5 Disclosures of major elements of Business Responsibility and Sustainability
Reporting (BRSR) as mentioned in Annexure-IXA to this master circular.
3. An issuer shall appoint a third party reviewer/ certifier for a green debt security for
the following:
3.1 Post-issue management of the use of proceeds from the green debt security,
3.2 Verification of the internal tracking and impact reporting.
The said requirement of appointing a third party reviewer/ certifier is applicable
on a ‘comply or explain’ basis for a period of two years. ‘Comply or explain’ for
the purpose of the above, shall mean that the issuer shall endeavor to comply
with the provisions and achieve full compliance by two years from the date of
issuance of the circular. In case the entity is not able to achieve full compliance
with the provisions till such time, the issuer shall in its annual report, explain the
reasons for such non-compliance/ partial compliance and the steps initiated to
achieve full compliance
Responsibilities of the issuer:
4. An issuer of green debt securities shall:
4.1 Maintain a decision-making process which it uses to determine the continuing
eligibility of the project(s) and/or asset(s). This includes, without limitation
statement on the environmental objectives of the green debt securities and a
process to determine whether the project(s) and/or asset(s) meet the eligibility
requirements;
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4.2 Ensure that all project(s) and/or asset(s) funded by the proceeds of green debt
securities, meet the documented objectives of green debt securities;
4.3 Utilise the proceeds only for the stated purpose, as disclosed in the offer
document; and
4.4 Ensure compliance with the Chapter IX-A of this circular on “Dos and don’ts
relating to green debt securities to avoid occurrences of greenwashing”
4. The provisions of this circular came into force for all issues of green debt securities
launched on or after April 1, 2023.
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Annexure IX-A
Format for disclosure of major elements of BRSR
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the
following format:
Parameter FY _____ FY ______
(Current (Previous
Financial Year) Financial Year)
Total electricity consumption (A)
Total fuel consumption (B)
Energy consumption through other sources
(C)
Total energy consumption (A+B+C)
Energy intensity per rupee of turnover
(Total energy consumption/ turnover in
rupees)
Energy intensity (optional) – the relevant
metric may be selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
2. Does the entity have any sites/ facilities identified as designated consumers (DCs) under
the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N)
If yes, disclose whether targets set under the PAT scheme have been achieved. In case
targets have not been achieved, provide the remedial action taken, if any.
3. Provide details of the following disclosures related to water, in the following format:
Parameter FY _____ FY ______
(Current Financial (Previous Financial
Year) Year)
Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Total volume of water withdrawal
(in
kilolitres) (i + ii + iii + iv + v)
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Total volume of water
consumption (in kilolitres)
Water intensity per rupee of
turnover (Water consumed /
turnover)
Water intensity (optional) – the
relevant metric may be selected by
the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide
details of its coverage and implementation.
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the
following format:
Parameter Please FY _____ FY ______
specify (Current (Previous
unit Financial Year) Financial Year)
NOx
SOx
Particulate matter (PM)
Persistent organic pollutants
(POP)
Volatile organic compounds
(VOC)
Hazardous air pollutants (HAP)
Others – please specify
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its
intensity, in the following format:
Parameter Unit FY _____ FY ______
(Current (Previous
Financial Year) Financial Year)
Total Scope 1 emissions Metric
(Breakup of the GHG into CO2, tonnes of
CH4, N2O, HFCs, PFCs, SF6, CO2
NF3, if available) equivalent
Total Scope 2 emissions Metric
(Break-up of the GHG into tonnes of
CO2, CO2
CH4, N2O, HFCs, PFCs, SF6, equivalent
NF3, if available)
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Total Scope 1 and Scope 2
emissions per rupee of
turnover
Total Scope 1 and Scope 2
emission intensity (optional) –
the relevant metric may be
selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
7. Does the entity have any project related to reducing Green House Gas emission? If Yes,
then provide details.
8. Provide details related to waste management by the entity, in the following format:
Parameter FY _____ (Current FY ______
Financial Year) (Previous Financial Year)
Total Waste generated (in metric tonnes)
Plastic waste (A)
E-waste (B)
Bio-medical waste (C)
Construction and demolition
waste (D)
Battery waste (E)
Radioactive waste (F)
Other Hazardous
waste.
Please specify, if any. (G)
Other Non-hazardous waste
generated (H). Please
specify, if any.
(Break-up by composition
i.e. by materials relevant to
the sector)
Total (A+B + C + D + E + F
+ G + H)
For each category of waste generated, total waste recovered through recycling,
reusing or other recovery operations (in metric tonnes)
Category of waste
(i) Recycled
(ii) Re-used
(iii) Other recovery
operations
Total
For each category of waste generated, total waste disposed by nature of disposal
method (in metric tonnes)
Category of waste
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(i) Incineration
(ii) Landfilling
(iii) Other disposal
operations
Total
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
9. Briefly describe the waste management practices adopted in your establishments.
Describe the strategy adopted by your company to reduce usage of hazardous and toxic
chemicals in your products and processes and the practices adopted to manage such
wastes.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as
national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots,
forests, coastal regulation zones etc.) where environmental approvals / clearances are
required, please specify details in the following format:
S. Location of Type of Whether the conditions of environmental
No. operations/offices operations approval / clearance are being complied
with? (Y/N)
If no, the reasons thereof and corrective
action taken, if any.
11. Details of environmental impact assessments of projects undertaken by the entity based
on applicable laws, in the current financial year:
Name and brief EIA Date Whether Results Relevant
details of Notification conducted by Communicated Web link
project No. independent in public
external domain (Yes
agency (Yes / / No)
No)
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in
India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and
Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not,
provide details of all such non-compliances, in the following format:
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S. Specify the law / Provide Any fines / Corrective action
No. regulation / details of penalties / action taken, if any
guidelines which the non- taken by regulatory
was not complied compliance agencies such as
with pollution control
boards or by courts
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable
and non-renewable sources, in the following format:
Parameter FY _____ FY ______
(Current Financial (Previous Financial
Year) Year)
From renewable sources
Total electricity consumption
(A)
Total fuel consumption (B)
Energy consumption through
other sources (C)
Total energy consumed from
renewable sources (A+B+C)
From non-renewable
sources
Total electricity consumption
(D)
Total fuel consumption (E)
Energy consumption through
other sources (F)
Total energy consumed from
non-renewable sources
(D+E+F)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
2. Provide the following details related to water discharged:
Parameter FY _____ FY ______
(Current (Previous
Financial Year) Financial Year)
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
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- No treatment
- With treatment – please specify level
of treatment
(ii) To Groundwater
- No treatment
- With treatment – please specify level
of treatment
(iii) To Seawater
- No treatment
- With treatment – please specify level
of treatment
(iv) Sent to third-parties
- No treatment
- With treatment – please specify level
of treatment
(v) Others
- No treatment
- With treatment – please specify level
of treatment
Total water discharged (in kilolitres)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:
(i) Name of the area
(ii) Nature of operations
(iii) Water withdrawal, consumption and discharge in the following format:
Parameter FY _____ FY ______
(Current Financial Year) (Previous Financial
Year)
Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Total volume of water
withdrawal
(in kilolitres)
Total volume of water
consumption
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(in kilolitres)
Water intensity per rupee of
turnover (Water consumed /
turnover)
Water intensity (optional) – the
relevant metric may be selected
by the entity
Water discharge by destination and level of treatment (in kilolitres)
(i) Into Surface water
- No treatment
- With treatment – please
specify level of treatment
(ii) Into Groundwater
- No treatment
- With treatment – please
specify level of treatment
(iii) Into Seawater
- No treatment
- With treatment – please
specify level of treatment
(iv) Sent to third-parties
- No treatment
- With treatment – please
specify level of treatment
(v) Others
- No treatment
- With treatment – please
specify level of treatment
Total water discharged (in
kilolitres)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
4. Please provide details of total Scope 3 emissions & its intensity, in the following format:
Parameter Unit FY _____ FY ______
(Current Financial (Previous Financial
Year) Year)
Total Scope 3 Metric
emissions tonnes of
(Break-up of the GHG CO2
into CO2, CH4, N2O, equivalent
HFCs, PFCs, SF6, NF3,
if
available)
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Total Scope 3
emissions per rupee of
turnover
Total Scope 3 emission
intensity (optional) – the
relevant metric may be
selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
5. With respect to the ecologically sensitive areas reported at Question 10 of Essential
Indicators above, provide details of significant direct & indirect impact of the entity on
biodiversity in such areas along-with prevention and remediation activities.
6. If the entity has undertaken any specific initiatives or used innovative technology or
solutions to improve resource efficiency, or reduce impact due to emissions / effluent
discharge / waste generated, please provide details of the same as well as outcome of
such initiatives, as per the following format:
Sr. Initiative undertaken Details of the initiative (Web-link, if Outcome of the
No any, may be provided along-with initiative
summary)
7. Does the entity have a business continuity and disaster management plan? Give details
in 100 words/ web link.
8. Disclose any significant adverse impact to the environment, arising from the value chain
of the entity. What mitigation or adaptation measures have been taken by the entity in
this regard.
9. Percentage of value chain partners (by value of business done with such partners) that
were assessed for environmental impacts.
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Chapter IX-A – Dos and don’ts relating to green debt securities to avoid occurrences
of greenwashing
[See Regulation 2(1)(q) and Regulation 12A of SEBI NCS Regulations, 2021]
1. The extant framework of ‘green debt security’ was reviewed recently and consequential
changes were brought in the NCS Regulations vide Gazette notification dated February
02, 2023. In the process of consulting the stakeholders, comments/ representations
from the market participants, particularly investors, were also received to address the
concerns of ‘greenwashing’.
2. While there are no universally accepted taxonomies on greenwashing, the generally
accepted definition of ‘Greenwashing’ is, ‘making false, misleading, unsubstantiated, or
otherwise incomplete claims about the sustainability of a product, service, or business
operation’.
3. To address the concerns of market participants, regarding greenwashing, an issuer of
green debt securities shall ensure the following to avoid its occurrence:
3.1. While raising funds for transition towards a greener pathway, it shall continuously
monitor to check whether the path undertaken towards more sustainable form of
operations is resulting in reduction of the adverse environmental impact and
contributing towards sustainable economy, as envisaged in the offer document.
3.2. It shall not utilize funds raised through green bonds for purposes that would not
fall under the definition of ‘green debt security’ under the NCS Regulations.
3.3. In case any such instances mentioned in (ii) above come to light regarding the
green debt securities already issued, it shall disclose the same to the investors
and, if required, by majority of debenture holders, undertake early redemption of
such debt securities.
3.4. It shall not use misleading labels, hide trade-offs or cherry pick data from
research to highlight green practices while obscuring others that are unfavorable
in this behalf.
3.5. It shall maintain highest standards associated with issue of green debt security
while adhering to the rating assigned to it.
3.6. It shall quantify the negative externalities associated with utilization of the funds
raised through green debt security.
3.7. It shall not make untrue claims giving false impression of certification by a third-
party entity.
Chapter IX-B – Additional Requirements for the issuers of Transition Bonds
[See Regulation 2(1)(q) and Regulation 12A of SEBI NCS Regulations, 2021]
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1. Transition bonds’ is one of the sub categories of the revised definition of ‘green debt
security’. As per the SEBI (Issue and Listing of Non-Convertible Securities), transition
bonds comprise of “funds raised for transitioning to a more sustainable form of
operations, in line with India’s Intended Nationally Determined Contributions.”
2. In order to facilitate transparency and informed decision making amongst the investors
in the transition bonds and to ensure that the funds raised through transition bonds are
not being misallocated, it has been decided to prescribe certain additional requirements
for issuance and listing of transition bonds. Accordingly, the following are prescribed:
An issuer desirous of issuing transition bonds shall make the following additional
disclosures:
2.1 Disclosure in the offer document for public issues /private placements of such
transition bonds:
2.1.1 To differentiate transition bonds from other categories of green debt security,
Issuer of transition bonds shall use a denotation ‘GB-T’. The denotation shall be
disclosed in the offer documents on the cover page and in type of instrument field
in the term sheet.
2.1.2 Transition Plan, which shall contain the following:
(i) Details of interim targets*/ milestones along with an indicative timeline for
achieving the targets.
*interim targets should also reflect the indicative figure regarding how much
emissions the issuer is envisaging to reduce
(ii) Brief of the project implementation strategy
(iii) Details regarding the usage of technology for the project implementation
(iv) Mechanism to oversee the utilization of the funds raised through transition
bonds and the implementation of the transition plan. Issuers may form a
committee to oversee the implementation and ensure timely completion of the
defined targets.
2.2 Disclosure in the Centralised Database for corporate bonds:
2.2.1 An issuer shall disclose the denotation in the Centralized Database for
corporate bonds/ debentures by filling the denotation i.e. GB-T in sub point 6
i.e. Others (Please specify) of point 10. i.e. Type of Instrument of Annexure-
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XIV-A to Chapter XIV (Centralized Database for corporate bonds/ debentures)
of the Operational Circular dated August 10, 2021 (and as amended from time
to time).
2.2.2 The Depositories shall update the denotation i.e. GB-T as prefix in “instrument
details” field in Centralized Database for corporate bonds/ debentures
2.3 Disclosure to Stock Exchanges, in case of a revision in the transition plan:
An Issuer of transition bonds, during the year, shall disclose the revised transition
plan along with an explanation for any such revision to the already disclosed plan; if
applicable.
2.4 Disclosure in the Annual report:
The Issuer, shall disclose the transition plan along with a brief on the progress of the
implementation of the transition plan.
3. Stock Exchanges shall monitor the continuous disclosures made by issuers of transition
bonds as specified at para 2.3 and 2.4 above.
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Chapter IX-C – Framework for Environment, Social and Governance (ESG) Debt
Securities (other than green debt securities)23
[See Regulation 2(1)(oa) and Regulation 12A of SEBI NCS Regulations, 2021]
A. In order to facilitate Issuers to raise funds through issuance of ESG debt securities (other
than green debt securities), the operational framework for ESG debt securities (other than
green debt securities) i.e. social bonds, sustainability bonds and sustainability-linked bonds
has been finalized in consultation with Industry Standard Forum. The said framework is
given as under:
1. This Chapter shall be applicable to Environmental, Social and Governance (ESG) debt
securities labelled as ‘social bonds’, ‘sustainability bonds’ and ‘sustainability-linked
bonds’ which are listed or proposed to be listed on a recognized stock exchange.
2. The requirements under this chapter shall be in addition to the requirements specified
in SEBI NCS Regulations and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘SEBI LODR Regulations’).
3. The debt securities shall be labelled as ‘social bonds’ or ‘sustainability bonds’ or
‘sustainability-linked bonds’ only if the funds raised through the issuance of such debt
securities are proposed to be utilised for financing or refinancing projects and/or assets
aligned with any of the following recognized standards or fall under the definitions given
in the following paras:
a) International Capital Market Association (ICMA) Principles / Guidelines;
b) Climate Bonds Standard;
c) ASEAN Standards;
d) European Union Standards; and
e) Any framework or methodology specified by any financial sector regulator in India.
4. For purposes of SEBI NCS Regulations and SEBI LODR Regulations, 2015 and this
Chapter, Social Bonds shall have the definition as under:
“Social Bonds” means a debt security issued for raising funds, subject to the conditions
as may be specified by the Board from time to time, to be utilised for social project(s)
that directly aim to address or mitigate a specific social issue and/or seek to achieve
positive social outcomes especially but not exclusively for a target population, falling
under any of the following categories:
a) Affordable basic infrastructure (e.g. clean drinking water, sewers, sanitation,
transport, energy)
b) Access to essential services (e.g. health, education and vocational training,
healthcare,)
c) Affordable housing
d) Employment generation and programmes designed to prevent and/or alleviate
unemployment stemming from socioeconomic crises, climate transition projects
23 Chapter IX-C introduced with the issuance of Circular dated June 05, 2025.
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and/or other considerations for a “just transition (such provision and/or promotion
could include SME financing and microfinance)
e) Food security and sustainable food systems (e.g. physical, social, and economic
access to safe, nutritious, and sufficient food that meets dietary needs and
requirements; resilient agricultural practices; reduction of food loss and waste; and
improved productivity of small-scale producers)
f) Socioeconomic advancement and empowerment (e.g. equitable access to and
control over assets, services, resources, and opportunities; equitable participation
and integration into the market and society, including reduction of income inequality)
g) any other category, as may be specified by the Board from time to time.
5. For purposes of SEBI NCS Regulations and SEBI LODR Regulations, 2015 and this
Chapter, Sustainability bonds shall have the definition as under:
‘Sustainability bonds’ means a debt security issued for raising funds, subject to the
conditions as may be specified by the Board from time to time, to be utilised for finance
or re-finance of a combination of eligible green project(s) and social project(s) as
specified under the definition of green bonds and social bonds respectively.
6. For purposes of SEBI NCS Regulations and SEBI LODR Regulations, 2015 and this
Chapter, Sustainability-linked bonds shall have the definition as under:
‘Sustainability-linked bonds’ means a debt security which has its financial and/or
structural characteristics linked to predefined sustainability objectives of the Issuer,
subject to the condition that such objectives are measured through predefined
Sustainability Key Performance Indicators (KPIs)24 and assessed against predefined
Sustainability Performance Targets (SPTs)25.
7. Certain social projects may also have environmental co-benefits, and that certain green
projects may have social co-benefits. The classification of a debt security as a green
debt security, social bond or sustainability bond should be determined by the issuer
based on its primary objectives for the underlying projects.
8. Initial disclosure requirements, continuous post-listing obligations and
appointment of independent third-party reviewer/ certifier for social bonds:
An issuer desirous of issuing social bonds shall make the disclosures specified in part I
of Annexure-IX-C-A in the offer document for public issues/ private placements in
addition to adhering to the obligations in accordance with the relevant international
standards that the securities are aligned/ issued with. An issuer who has listed social
bonds shall provide continuous disclosures as specified in part II of Annexure-IX-C-A
in its annual report and financial results in addition to adhering to the obligations in
24 KPI: Key Performance Indicators are quantifiable metrics used to measure the performance of selected indicators.
25 SPT: Sustainability Performance Targets are measurable improvements in key performance indicators on to which issuers commit with a predefined
timeline. SPTs should be ambitious, material and where possible benchmarked and consistent with an issuer’s overall sustainability/ESG strategies or
sustainable development policies.
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accordance with the relevant international standards that the securities are aligned/
issued with. The issuer of social bonds shall appoint an independent third party reviewer/
certifier to undertake the activities and responsibilities specified in part III of Annexure-
IX-C-A.
9. Initial disclosure requirements, continuous post-listing obligations and
appointment of independent third-party reviewer/ certifier for sustainability
bonds:
An issuer desirous of issuing sustainability bonds shall comply with the provisions
specified for green debt security as specified in chapter IX of this Master Circular and
for social bonds as specified in Annexure-IX-C-A of this Master Circular.
10. Initial disclosure requirements, continuous post-listing obligations and
appointment of independent third-party reviewer/ certifier for sustainability-linked
bonds:
An issuer desirous of issuing sustainability-linked bonds shall make the disclosures as
specified in Part I of Annexure-IX-C-B in the offer document for public issues/ private
placements in addition to adhering to the obligations in accordance with the relevant
international standards that the securities are aligned/ issued with. An issuer who has
listed sustainability-linked bonds shall provide disclosures as specified in Part II of
Annexure-IX-C-B along with its annual report and financial results. The issuer of
sustainability-linked bonds shall appoint an independent third party reviewer/ certifier to
undertake the activities and responsibilities specified in part III of Annexure-IX-C-B.
B. Responsibilities of the issuer: An issuer of social bonds/ sustainability bonds shall:
a) Maintain a decision-making process which it uses to determine the continuing
eligibility of the project(s) and/or asset(s).; and
b) Ensure that all project(s) and/or asset(s) funded by the proceeds of social bonds/
sustainability bonds, meet the documented objectives of social bonds/ sustainability
bonds and utilise the proceeds only for the stated purpose, as disclosed in the offer
document;
C. Measures to mitigate the risk of purpose- washing and not being “True to Label: An
issuer desirous of issuing social bonds/ sustainability bonds shall ensure the following to
avoid occurrence of purpose-washing26:
a) While raising funds for social objects/ sustainability objects, it shall continuously
monitor to check whether the form of operations undertaken is resulting in reduction
of the adverse social impact/ sustainable impact, as envisaged in the offer document.
b) It shall not utilise funds raised through social bonds/ sustainability bonds for purposes
that would not fall under the category of social bonds/ sustainability bonds as
specified in paragraph A.3 and/ or paragraph A.4/ A.5 above.
26 Purpose-washing may be defined as ‘making false, misleading, unsubstantiated, or otherwise incomplete claims about the purpose for which bonds
are issued.
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c) In case any such instances above come to light regarding the social bonds/
sustainability bonds already issued, it shall disclose the same to the investors and, if
required, by majority of debenture holders, undertake early redemption of such debt
securities.
d) It shall not use misleading labels, hide trade-offs or cherry pick data from research to
highlight social practices/ sustainable practices while obscuring others that are
unfavorable in this behalf.
e) It shall maintain highest standards associated with issue of social bonds/
sustainability bonds while adhering to the rating assigned to it.
f) It shall quantify the negative externalities associated with utilisation of the funds
raised through social bonds/ sustainability bonds.
g) It shall not make untrue claims giving false impression of certification by a third-party
entity
D. An Issuer who is eligible to list specified securities on SME exchange as defined in
Regulation 2(1)(ddd) of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and intends to issue ESG debt securities shall have to comply with the
post listing obligations as specified under ‘Continuous disclosure requirements’ specified in
Annexure-IX-C-A and Annexure-IX-C-B, and paragraph 2 of Chapter IX (green Debt
Securities) of SEBI NCS Master Circular on a bi-annual basis.
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Annexure-IX-C-A
I. Initial disclosure requirements for issue and listing of Social Bonds:
An issuer desirous of issuing social bonds shall make the following additional
disclosures in the offer document for public issues/ private placements:
1. Social objectives of the social project(s) including but not limited to details of the
target population and the intended benefits of the proposed social projects to the
identified target population;
2. Brief details of decision-making process followed/proposed for determining the
eligibility of project(s) and/or asset(s), for which the proceeds are being raised
through issuance of social bonds, such as:
a) Details of process followed by the issuer for evaluating and selecting the
project(s) and/or asset(s);
b) Process followed/ to be followed for determining how the project(s) and/or
asset(s) fit within the eligible criteria in accordance with standard and definition
specified in paragraph V.3 and/or paragraph V.4 above.
c) Details of taxonomies, standards or certifications both Indian and global, if any,
referenced and the alignment of projects with said taxonomies, related
eligibility criteria, and exclusion criteria, if applicable.
3. Details of the system/ procedures to be employed for tracking the deployment of
the proceeds of the issue. The Issuer may, if it so desires form a ‘sustainability
Committee’ or ‘ESG Committee’ for the said purpose.
4. Details of the project(s) and/or asset(s) or areas where the issuer, proposes to
utilise the proceeds of the issue of social bonds, including towards refinancing of
existing social project(s) and/or asset(s), if any.
5. Details of an indicative estimate of distribution of proceeds raised though issuance
of social bonds between financing and refinancing of project(s) and/ or asset(s); if
applicable.
6. Details of the intended types of temporary placement of the unallocated and
unutilised net proceeds from the issue of social bonds.
7. Details related to the perceived social risks and proposed mitigation plan
associated with the project(s) proposed to be financed/ refinanced through the
proceeds from the issue of social bonds.
8. In case of refinancing, details of the existing debt proposed to be refinanced,
including amount outstanding.
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II. Continuous disclosure requirements
An issuer who has listed social bonds shall provide following additional disclosures
along with its annual report and financial results:
1. Utilisation of the proceeds of the issue, as per the tracking done by the issuer
using the internal process or as disclosed in offer document. Utilisation of the
proceeds shall be verified by the report of an external auditor, to verify the internal
tracking method and the allocation of funds towards the project(s) and/or asset(s),
from the proceeds of social bonds.
2. Details of unutilised proceeds including the temporary placement/ utilisation of
unallocated and unutilised proceeds from each ISIN of social bond issued by the
issuer.
3. The following additional disclosures shall be made in the Annual Report:
a) List of project(s) and/or asset(s) to which proceeds of the social bonds have
been allocated/invested including a brief description of such project(s) and/or
asset(s), amounts disbursed/ allocated and their expected impact.
b) In cases where confidentiality agreements restrict the disclosure of details
about specific project(s) and/or asset(s), the information shall be presented
in generic terms or on an aggregated portfolio basis (e.g. percentage
allocated to certain project categories).
c) Qualitative performance indicators and, where feasible, quantitative
performance measures of the social impact (as applicable) of the project(s)
and/or asset(s). If the quantitative benefits/impact cannot be ascertained,
then the said fact may be appropriately disclosed along with the reasons for
non-ascertainment of the benefits/impact on the environment.
d) Methods and the key underlying assumptions used in preparation of the
performance indicators and metrics;
e) Details of the deployment of the mitigation plan (as disclosed in the offer
documents) for the perceived social risks.
4. Impact Reporting: Information, on a project-by-project basis, pertaining to
reporting of the social impact of the projects financed by the social bonds.
Reporting standards or taxonomies followed by the issuer with regard to reporting
of social impact, if any, shall also be disclosed.
5. An issuer shall appoint an independent third party reviewer/ certifier for a social
bond for the following:
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a) Post-issue management of the use of proceeds from the social bond; and
b) Verification of the internal tracking and impact reporting.
III. Independent third party reviewer/ certifier:
i. The issuer shall appoint an independent third party reviewer/ certifier, to
ascertain that the ESG labelled debt securities are in alignment with any of the
recognized standards mentioned at paragraph A.3 and/ or paragraph A.4 above
(including review/certification of the processes including project evaluation and
selection criteria, project categories eligible for financing by social bonds, etc),
in compliance with the following conditions:
a) The reviewer shall be independent of the issuer, its directors, senior
management and key managerial personnel;
b) The reviewer shall be remunerated in a way that prevents any conflicts of
interest; and
c) The reviewer shall have expertise in assessing ESG debt securities.
ii. The scope of the review(s) conducted by the independent third-party reviewer/
certifier shall be specified in the offer document.
iii. The independent third party reviewer may take one or more of the following
forms recommended by International Capital Market Association27 or any
standard specified in paragraph A.3 above:
a) Second Party Opinion;
b) Verification including the cases where proceeds are to be utilised for the
purpose of re-financing;
c) Certification;
d) Scoring / Rating.
iv. Apart from the entity(ies) eligible to be appointed by the Issuer in paragraph III.i.
above, an ESG rating provider registered with SEBI shall also be eligible to be
appointed by the Issuer to act as a third party reviewer for the purpose of this
chapter. Such ESG Rating Provider shall comply with the conditions specified
in paragraph III.i above.
v. The issuer shall ensure that the details regarding the independent third party
reviewer are adequately disclosed in the offer document.
27 https://www.icmagroup.org/assets/documents/Sustainable-finance/2022-updates/External-Review-Guidelines_June-2022-280622.pdf
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Annexure-IX-C-B
I. Initial disclosure requirements for issue and listing of Sustainability-Linked
Bonds:
An issuer desirous of issuing sustainability-linked bonds shall make the following
additional disclosures in the offer document for public issues/ private placements:
1. The issuer shall disclose the rationale for issuance of sustainability-linked bonds
and consistency with issuers’ overall sustainability and business strategy;
2. Details of taxonomies, standards or certifications both Indian and global, if any,
referenced.
3. The issuer shall adhere to pre-issuance obligations in accordance with the
relevant international standards that the securities are aligned with.
4. An indicative list of disclosures to be specified in offer document is given below
for reference:
a) Details of Issuer’s core sustainability and business strategy;
b) Details of Key Performance Indicators KPI(s) including the definition of
KPI(s), associated calculation methodology and benchmark(s) referenced;
c) The rationale and process according to which the KPI(s) have been selected
and how the KPI(s) fit into issuer’s sustainability strategy and addresses
relevant environmental, social and/ or governance challenges;
d) Details of Sustainability Performance Targets SPT(s) linked with the selected
KPI(s) including the definition, calculation methodology and benchmark(s)28
referenced;
5. Details of the system/procedures to be employed for tracking the achievement of
the targets. The Issuer may form a ‘sustainability Committee’ or ‘ESG Committee’
for the said purpose
6. Disclosures in respect of pre-defined SPTs:
28 The target setting exercise should be based on a combination of benchmarking approaches:
(1) the issuer’s own performance over time for which a minimum of 3 years, where feasible, of measurement track record
on the selected KPI(s) is recommended and when possible forward-looking guidance on the KPI;
(2) the issuers’ peers, i.e. the SPT’s relative positioning versus its peers’ where available (average performance, best-
inclass performance) and comparable, or versus current industry or sector standards (or, for sovereign issuers, comparable
countries); and/or
(3) reference to the science, i.e. systematic reference to science-based scenarios, or absolute levels (e.g. carbon budgets),
or to official country/regional/international targets (Paris Agreement on Climate Change and net zero goals, Sustainable
Development Goals (SDGs), Kunming-Montreal Global biodiversity framework, etc.) or to recognised Best- Available-
Technologies or other proxies to determine relevant targets across environmental and social themes.
Source: https://www.icmagroup.org/assets/documents/Sustainable-finance/2024-updates/SustainabilityLinked-Bond-
Principles-June-2024.pdf
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a) Details of the timelines for the target achievement, including the target
observation date(s)/ period(s), the trigger event(s) and the frequency of
SPTs;
b) Details on how the issuer intends to achieve the set SPTs (e.g. by describing
their ESG strategy, supporting ESG governance and investments, and their
operating strategy, i.e. through highlighting the key levers/type of actions that
are expected to drive the performance towards the SPTs as well as their
expected respective contribution, in quantitative terms wherever possible),
wherever possible;
7. Details of financial and/or structural characteristics of the sustainability-linked
bonds that will vary with the level of accomplishment of selected KPI(s);
8. Details of the events which would trigger the variation in the parameters disclosed
in para 7 above;
9. Any fallback mechanisms in the case that the SPTs cannot be calculated or
observed in a satisfactory manner shall be explained, if applicable;
10. Details of potential exceptional events or extreme events, including drastic
changes in the regulatory or technical environment that could substantially impact
the calculation of the KPI or the restatement of the SPT;
11. Details of the deployment of the mitigation plan for the perceived risk that may
significantly affect the achievement of the SPT(s); and
12. Details of any other key factors beyond the issuer’s direct control that may affect
the achievement of the SPT(s).
13. In case of refinancing, details of the existing debt proposed to be refinanced,
including amount outstanding.
II. Continuous disclosure requirements
An issuer who has listed sustainability-linked bonds shall provide following
disclosures along with its annual report and financial results:
a) An issuer who has listed sustainability-linked bonds, shall adhere to the post-
issuance obligations in accordance with the relevant international standards that
the securities are aligned with.
b) An issuer who has listed sustainability-linked bonds, shall provide following
additional disclosures along with its annual report and financial results:
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i. up-to-date information on the performance of the selected KPI(s), including
baselines where relevant; and
ii. A verification report by an independent third-party reviewer in relation to the
SPT, outlining the performance against the SPTs and the related impact,
and timing of such impact, on the bond’s financial and/or structural
characteristics.
III. Independent third party reviewer/ certifier for sustainability-linked bonds:
i. The issuer shall appoint an independent third party reviewer/ certifier to
ascertain that the sustainability-linked bonds are in alignment with any of the
recognized standards mentioned at paragraph A.3 and/ or paragraph A.6 above
in compliance with the following conditions:
a) The reviewer shall be independent of the issuer, its directors, senior
management and key managerial personnel;
b) The reviewer shall be remunerated in a way that prevents any conflicts of
interest; and
c) The reviewer shall have expertise in assessing ESG debt securities.
ii. Issuers shall appoint an independent third party reviewer to assess and certify
the following:
a) the relevance, robustness and reliability of selected KPIs;
b) the selected KPIs being materially linked to the core sustainability and
business strategy of the Issuer;
c) the rationale and level of ambition of the proposed SPTs;
d) the relevance and reliability of selected benchmarks and baselines;
e) the credibility of the strategy and/or policies outlined to achieve the SPT(s),
based on scenario analyses, where relevant
f) any material change to KPI methodology/SPT(s) calibration; if applicable;
and
g) The report in relation to the SPT outlining the performance against the
SPTs and the related impact, and timing of such impact, on the bond’s
financial and/or structural characteristics.
iii. The scope of the review(s) conducted by the independent third-party reviewer/
certifier shall be specified in the offer document.
iv. Apart from the entity(ies) eligible to be appointed by the Issuer in paragraph III.i.
above, an ESG rating provider registered with SEBI shall also be eligible to be
appointed by the Issuer to act as a third party reviewer for the purpose of this
chapter. Such ESG rating provider shall comply with the conditions specified in
paragraph III.i. above.
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Chapter X - Structured or market linked debt securities
[See Regulations 4, 5 and 28 of SEBI NCS Regulations, 2021]
Issue and listing of structured debt securities/ market linked debt securities:
1. Market linked debt securities would mean debt securities that have an underlying
principal component and issued with market linked returns obtained through exposures
on exchange traded derivatives or MIBOR, GDP, inflation rate, underlying securities/
indices etc. with coupon linked to a benchmark differ from plain vanilla debt securities.
The returns linked to equity markets are also called equity linked debt securities, stock
linked debt securities, structured debt securities.
2. In view of the fact that such securities are different in their nature and their risk- return
relationship, the following additional disclosures and requirements are specified in
respect of issue and listing of structured debt securities/ market linked debt securities:
2.1. Debt securities which do not promise to return the principal amount in full at the end
of the tenor of the instrument, i.e., ‘principal non-protected’ shall not be considered
as debt securities under regulation 2(k) of SEBI NCS Regulations, 2021 and
therefore will not be eligible for issue and listing under the said regulations.
2.2. Eligibility criteria for issuers: As such securities expose the issuer to market risk, the
issuer should have a minimum net worth of at least Rs. 100 crores at the time of
issue.
2.3. Disclosure requirements: In addition to the disclosure requirements specified under
SEBI NCS Regulations, 2021, the following disclosures shall be made in all offer
documents for such securities:
a) Credit rating by any registered CRAs shall bear a prefix ‘PP-MLD’ denoting
Principal Protected Market Linked Debt securities followed by the standardized
rating symbols for long/ short term debt securities on the lines specified in SEBI
Circular No. CIR/MIRSD/4/2011 dated June 15, 2011,
SEBI/HO/MIRSD/DOS3/CIR/P/2019/70 dated June 13, 2019 or as may be
specified by the Board.
b) A detailed scenario analysis/ valuation matrix showing value of the security under
different market conditions such as rising, stable and falling market conditions
shall be disclosed in a table along with a suitable graphic representation.
c) A risk factor shall be prominently displayed that such securities are subject to
model risk, i.e., the securities are created on the basis of complex mathematical
models involving multiple derivative exposures which may or may not be hedged
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and the actual behavior of the securities selected for hedging may significantly
differ from the returns predicted by the mathematical models.
d) A risk factor shall be prominently displayed stating that in case of principal/ Capital
Protected Market Linked Debt securities, the principal amount is subject to the
credit risk of the issuer whereby the investor may or may not recover all or part of
the funds in case of default by the issuer.
e) Where indicative returns/ interest rates are mentioned in the offer document in
percentage terms, such figures shall be shown only on annualized basis.
f) It shall be disclosed therein that the latest and historical valuation for such
securities shall be made available on the websites of the issuer and of the valuer
appointed for the purpose.
g) All commissions by whatever name called, if any, paid by issuer to distributor for
selling/ distribution of such securities to end investors shall be disclosed in the
offer document.
h) Conditions for premature redemption of such securities, if any, shall be clearly
disclosed in the offer document.
2.4. Appointment of third party valuation agency:
a) It shall be mandatory for the issuer to appoint a third party valuation agency which
shall be an AMFI appointed valuation agency.
b) This valuer shall publish on its website and provide to the issuer, the value of the
securities at least once a week. The issuer shall also make the valuations
available on its website. This shall be publicly available.
c) The issuer shall also arrange to provide the value to an investor whenever
investor asks for it.
d) At no point in time, the investor shall be charged for such services.
e) The cost incurred for valuation shall be disclosed in the offer document.
2.5. Primary issuance and sale of securities to retail investors:
The issuer shall ensure that such securities are sold to retail investors with the
following safeguards:
a) The intermediary who sells the security to the retail investor shall be a SEBI
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regulated entity.
b) The intermediary shall explain the risks involved in such securities to the investor.
c) The intermediary shall ensure that the investor is capable of taking the risk posed
by such securities and shall satisfy itself that securities are suitable to the risk
profile of the investor.
d) The intermediary shall make available the offer document to the investor.
e) The intermediary shall provide guidance to investor on obtaining valuation for the
securities, i.e., the locations where such information would be available (issuer or
the third party).
f) The intermediary shall provide the investor with guidance on exit loads/ exit
options/ liquidity support, if any, etc., being provided by the issuer or through the
secondary market.
3. Stock exchanges shall create wide publicity among listed entities and make available
suitable ‘Frequently Asked Questions’ for information/ education of investors visiting the
websites of the exchange.
4. Merchant Bankers shall comply with the conditions specified above and create
awareness among issuers of such securities regarding the above provisions.
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Chapter XI - Operational framework for transactions in defaulted debt securities post
maturity date/ redemption date
[See Regulations 20 and 21 of SEBI NCS Regulations, 2021]
1. The operational framework for transactions in defaulted debt securities (debt securities
where redemption amount has not been paid on maturity/ redemption date) as well as
the obligations of issuers, debenture trustee(s), depositories and stock exchange(s) has
been outlined below and the same is also presented in a tabular form (Table 1) along-
with timelines thereafter, for ease of reference.
2. Temporary restriction on transactions in debt securities:
2.1. Stock exchanges shall not allow any transaction(s) in debt securities, two working
days prior to their maturity/ redemption date.
2.2. On maturity/ redemption date of the debt securities, depositories shall temporarily
restrict transactions in such debt securities from such maturity/ redemption date till
the time its status of payment is determined.
3. Intimation on status of payment:
3.1. Issuer shall intimate to the stock exchanges, depositories and debenture trustees the
status of payment of debt securities within one working day of payment/ redemption
date.
3.2. While intimating the status of payment to debenture trustee(s), issuer shall also
intimate to debenture trustee(s) that they have informed the status of payment or
otherwise to the stock exchanges and depositories.
4. Role of debenture trustee(s):
4.1. At the time of executing debenture trust deed, issuer shall provide its bank details
(from which it proposes to pay the redemption amount) and pre-authorise debenture
trustee(s) to seek debt redemption payment related information from the issuer’s
bank. Issuer shall also inform the debenture trustee(s) of any change in bank details
within one working day of such change.
4.2. In case the issuer fails to intimate the status of payment of the debt securities within
stipulated timelines, then debenture trustee(s) shall seek status of payment from
issuer and/ or conduct independent assessment (from banks, investors, rating
agencies, etc.) to determine the same. Based on such assessment, debenture
trustee(s) shall intimate stock exchange and depositories the status of payment of
debt securities within 9 working days of the maturity/ redemption date.
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4.3. In case intimation of the status of payment of debt securities is not received by stock
exchanges and depositories within stipulated timeline, transactions in such debt
securities shall continue to be restricted and such restrictions shall continue until any
further intimation is received from issuer/ debenture trustee(s) regarding the status
of payment of such debt securities.
5. Default in payment of redemption amount and resumption of transaction on
defaulted debt securities:
5.1. Within two working days from the date of intimation from issuer or debenture
trustee(s) that issuer has defaulted on its payment obligations, the depositories in
co-ordination with stock exchanges shall update the ISIN master file and lift
restrictions on transactions in such debt securities. Information regarding resumption
of transactions shall be disseminated immediately on the websites of both
depositories and stock exchange(s).
5.2. Depositories shall also immediately flag in the Corporate Bond Database such debt
securities as “ISIN-defaulted in redemption” and its description shall reflect that there
was default in payment of redemption amount of the concerned debt securities.
6. Reporting of trades in defaulted debt securities on stock exchange platform:
6.1. Upon intimation by depositories that transactions have been permitted in the
defaulted debt securities, stock exchange(s) shall immediately but not later than one
working day of such intimation, permit reporting of OTC trades in the concerned
defaulted debt securities on its reporting platform within fifteen minutes of the trade.
6.2. At the time of reporting of such trades, stock exchanges shall ensure that a pop-up
window is flashed, specifying that the reported trade is in a defaulted debt security.
6.3. The trade repository shall flag such trades as “Trades in ISIN-defaulted in
redemption”.
7. Intimation of transactions in defaulted debt securities:
In case of transactions in defaulted debt securities, the depositories shall send an
intimation (by email/ SMS, as per BO a/c details available) to both parties to the
transaction that it is “Transaction in ISIN-defaulted in redemption” immediately.
8. Account statement: While sending the periodic account statement to the demat account
holders, including CAS, Depositories shall highlight in such statements that a particular
debt security is an "ISIN – defaulted in redemption".
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9. Continuous assessment of default status:
9.1. The issuer shall inform the stock exchange(s), depositories and debenture trustee(s)
latest by the second working day of April of each financial year on the updated status
of payment of the debt securities
9.2. In case the issuer fails to intimate the updated status of payment of the concerned
debt securities within the stipulated timelines, the debenture trustee(s) shall carry
independent assessment as given at paragraph 4.2 above and intimate the status of
payment of debt securities to the stock exchange and depositories within seventh
working day of April of each financial year.
9.3. In case issuer or debenture trustee(s) does not intimate the status of payment of debt
securities to stock exchanges and depositories within the stipulated timeline,
transactions in such debt securities shall be restricted from eighth working day of
April of that financial year, until any further intimation is received from Issuer or
debenture trustee(s) regarding the same.
9.4. In case of any developments that impact the status of default of the debt securities
(including restructuring of debt securities, NCLT/ NCLAT proceedings relating to
insolvency/ bankruptcy, repayment, etc.), the issuer/ debenture trustee shall intimate
the stock exchanges and depositories within one working day of such development.
10. Payment of debt securities or subsequent payment of defaulted debt securities: In
case of receipt of intimation or subsequent intimation to the depositories regarding full
payment of redemption amount or any developments that impacts the status of default
of the concerned debt securities (including restructuring of debt securities, IBC
proceedings, its repayment, etc.) from issuer or from debenture trustee(s), transactions
shall be restricted in such debt securities by the depositories immediately. The same
shall be informed to the stock exchange(s) and disseminated on respective depositories’
website, within one working day of such restriction. Further, the concerned ISIN shall be
extinguished in the depository system on receipt of corporate action documents from the
issuer towards its extinguishment.
11. The process explained in paragraphs 9 and 10 above shall be followed either till full
payment on these securities is made by issuer or the issuer has been liquidated and
money has been realised after completion of recovery proceedings.
Table 1: Timelines for allowing transactions in defaulted debt securities
Sl. Activity to be
Event Timeline* By To
No. undertaken
Execution of Pre-authorization to At the time of
Debenture
1 debenture trust seek debt redemption execution of Issuer
trustee(s)
deed payment related the deed
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Sl. Activity to be
Event Timeline* By To
No. undertaken
information from
issuer’s bank
Any change in bank
details of issuer for Within one
Information regarding Debenture
2 making debt working day Issuer
updated bank details trustee(s)
redemption of event
payment
Creation of ISIN/ Depositories,
Intimation of
3 listing of debt - Issuer stock
Redemption date
securities exchange(s)
Non-acceptance of Stock
4 trades for T-2 excha -
reporting/ settlement nge
Temporary restriction Deposi
5 Redemption/ T -
on transaction in ISIN tory
maturity date
Debenture
(T day)
Intimate status of trustee(s),
6 payment of debt T+1 Issuer depositories,
securities stock
exchange(s)
Independent
7 assessment of T+2 to T+9 Deben -
Non receipt of
payment status ture
status of payment
Intimate status of trustee Depositories,
from Issuer
8 payment of debt By T+9 (s) stock
securities exchange(s)
Receipt of
Obligations as per
information Depositories, stock
9 paragraph 10 of this
regarding full T+3/ T+11/ exchanges
chapter
Payment event basis,
Receipt of as
Obligations as per
information applicable Depositories, stock
10 paragraphs 5-9 of this
regarding non exchanges
chapter
payment
Continuous assessment of payment
11 Any development
that impacts the Issuer
status of default of or
Intimate updated Within one Depositories,
the concerned debt debent
status of payment of working day stock
securities (including ure
debt securities of the event exchange(s)
restructuring of debt trustee
securities, IBC, (s)
its repayment, etc.)
12 Continuous Intimate Status of 2nd working Debenture
Issuer
assessment of payment of debt day of April trustee(s),
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Sl. Activity to be
Event Timeline* By To
No. undertaken
Payment securities every FY depositories,
stock
exchange(s)
13 3rd working
Independent day of April
assessment of -7th working
Debent
Non receipt of payment status day of April of
ure
status of payment every FY
trustee
14 from Issuer Within 7
Intimate status of (s) Depositories,
working days
payment of debt stock
of April of
securities exchange(s)
every FY
*working days
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Chapter XII - Fund raising by issuance of debt securities by large corporate
[See Regulation 50B of SEBI NCS Regulations, 2021]
With a view to operationalize the Union Budget announcement for FY2018-19, which, inter-
alia, stated "SEBI will also consider mandating, beginning with large entities, to meet about
one-fourth of their financing needs from the debt market”, SEBI came out with a discussion
paper on July 20, 2018. Based on the feedback received on the discussion paper and wider
consultation with market participants including entities, the detailed revised provisions for
operationalizing the above budget announcement are given below.
1. Applicability of the framework:
1.1. This framework is applicable with effect from April 01, 2024 for LCs following April-
March as their financial year. This framework is applicable with effect from
January 01, 2024, for LCs which follow January-December as their financial year.
Explanation 1: The term “Financial Year” here would imply April-March or January-
December, as followed by an entity. Thus, FY 2025 shall mean April 01, 2024 -
March 31, 2025 or January 01, 2024 - December 31, 2024, as the case may be.
1.2. The framework shall be applicable for all listed entities29 (except for Scheduled
Commercial Banks), which as on last day of the FY (i.e. March 31 or December 31):
a) have their specified securities or debt securities or non-convertible redeemable
preference shares listed on a recognised Stock Exchange(s) in terms of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR
Regulations);
and
b) have outstanding long term borrowings of Rs.1000 crore or above.
Explanation 2: ’Outstanding long term borrowings’ for the purpose of this
framework shall mean any outstanding borrowing with an original maturity of
more than one year but shall exclude the following:
i. External Commercial Borrowings;
ii. Inter-Corporate Borrowings involving the holding company and/ or subsidiary
and/ or associate companies;
iii. Grants, deposits or any other funds received as per the guidelines or
directions of Government of India;
iv. Borrowings arising on account of interest capitalization; and
29 Applicable to all Listed Entities other than Scheduled Commercial Banks whose specified securities or debt securities
or non-convertible redeemable preference shares are listed on recognised Stock Exchanges
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v. Borrowings for the purpose of schemes of arrangement involving mergers,
acquisitions and takeovers.
and
c) have a credit rating of "AA”/“AA+”/AAA ", where the credit rating relates to the
unsupported bank borrowing or plain vanilla bonds of an entity, which have no
structuring/ support built in.
Explanation 3: In case a listed entity has multiple ratings from multiple rating
agencies, the highest of such ratings shall be considered for the purpose of this
framework.
2. Framework:
2.1. A listed entity, fulfilling the criteria as specified at paragraph 1.2 above, shall be
considered as a “Large Corporate” (LC).
2.2. An LC shall raise not less than 25% of its qualified borrowings by way of issuance
of debt securities30 in the financial years subsequent to the financial year in which it
is identified as an LC.
Explanation 4: For the purpose of this framework, the expression "qualified
borrowings" shall mean incremental borrowing between two balance sheet dates
having original maturity of more than one year but shall exclude the following:
i. External Commercial Borrowings;
ii. Inter-Corporate Borrowings involving its holding company and/ or subsidiary
and/ or associate companies;
iii. Grants, deposits or any other funds received as per the guidelines or
directions of Government of India;
iv. Borrowings arising on account of interest capitalization; and
v. Borrowings for the purpose of schemes of arrangement involving mergers,
acquisitions and takeovers.
It is also clarified that the qualified borrowings for a FY shall be determined as per
the audited accounts for the year filed with the Stock Exchanges.
2.3. For an entity identified as a LC, the following shall be applicable:
a) From FY 2025 onwards, the requirement of mandatory qualified borrowing by an
LC in a FY shall be met over a contiguous block of three years. Accordingly, for
listed entities following April-March/January-December as their financial year, a
listed entity shall be identified as an LC, as on last day of March 31, FY "T-1"/
December 31, FY "T-1" and shall have to fulfil the requirement of qualified
borrowing for FY "T", over FY "T", "T+1" and "T+2".
30 Debt securities as defined under SEBI (Issue and Listing of Non- Convertible Securities) Regulations, 2021
Page 109 of 215
b) If at the end of three years i.e. last day of FY "T+2", there is a surplus in the
requisite borrowings (i.e. the actual borrowings through debt securities is more
than 25% of the qualified borrowings for FY "T"), the following incentives shall
be available to the LC:
i. Reduction in the annual listing fees of FY “T+2” pertaining to debt securities
or non-convertible redeemable preference shares as specified in Table I of
Annexure – XIIA to this Master circular; and
ii. Credit in the form of reduction in contribution to the Core Settlement
Guarantee Fund (SGF) of LPCC as specified in Table II and Table III of
Annexure - XIIA to this Master Circular.
c) If at the end of three years i.e. last day of FY "T+2", there is a shortfall in the
requisite borrowings (i.e. the actual borrowings through debt securities is less
than 25% of the qualified borrowings for FY "T"), a dis-incentive in the form of
additional contribution to the core SGF shall apply as specified in Table IV and
Table V of Annexure - XIIA to this Master Circular.
Explanation 5: The actual borrowing done through issuance of debt securities by
a LC in FY “T”, shall first get adjusted with the deficit of the FY “T-2” if any, and
further, against the deficit of FY “T-1” if any. The remaining amount shall get
adjusted against the mandatory borrowings for FY “T”. This will also help to
minimize the disincentive, if any, that may accrue due to shortfall in the
borrowings.
The same is explained by way of an illustration in Annexure - XIIB to this Master
circular.
3. Responsibilities of Stock Exchanges:
3.1. Pursuant to submission of financial results by listed entities as per regulations 33
and 52 of LODR Regulations, the Stock Exchanges shall,
a) by June 30, for LCs following April-March as their financial year or
b) by March 31, for LCs following January-December as their financial year, as
applicable;
determine the list of LCs for the financial year. The Stock Exchanges shall co-
ordinate and release a uniform list of LCs for the financial year and place the same
on their websites. They shall also notify listed entities so identified as LCs by email,
to enable them to comply with the requirements.
Page 110 of 215
3.2. Based on the financial results submitted by LCs, the Stock Exchanges shall, in
coordination with each other, calculate the incentive or dis-incentive as on the last
day of FY “T+2” for the block starting FY “T”. For LCs following April-March as their
financial year, the incentive or dis-incentive shall be calculated as on March 31, FY
“T+2” for FY “T”. Similarly, for LCs following January-December as their financial
year, the incentive or dis-incentive shall be calculated as on December 31, FY “T+2”
for FY “T”. The Stock Exchanges shall intimate the same to the LCs as follows:
a) by May 31st for LCs following April-March as their financial year or
b) by February 28th/29th for LCs following January-December as their financial year,
as applicable.
3.3. As regards the incentive/ dis-incentive with respect to the contribution to the core
SGF, the Stock Exchanges shall share relevant information with the LPCC by May
31st for LCs following April-March as their financial year or by February 28th/29th for
LCs following January-December as their financial year, as applicable.
3.4. The Stock Exchanges shall make necessary amendments to the relevant bye-laws,
rules and regulations for the implementation of the above directions in coordination
with one another to achieve uniformity in approach.
3.5. The Stock Exchanges shall put in place necessary systems and infrastructure for
implementation of this circular.
4. Responsibilities of the LPCC:
The LPCC shall make changes and put in place necessary infrastructure and system
for LCs to comply with the provisions of incentive and dis-incentive w.r.t contribution to
the core SGF. They shall also co-ordinate with the Stock Exchanges to ensure that LCs
comply with these provisions.
5. Requirements for LCs identified based on the erstwhile criteria31:
In order to bring the existing framework in line with this circular for the LCs that were
identified based on the erstwhile criteria as on December 31, 2020/ March 31, 2021,
31 All listed entities (except for Scheduled Commercial Banks), which as on last day of the FY(i.e. March 31 or December
31):
(a)have their specified securities or debt securities or non-convertible redeemable preference shares,
listed on a recognised stock exchange(s) in terms of SEBI LODR Regulations, 2015; and
(b)have an outstanding long term borrowing of Rs. 100 cr. or above, where outstanding long-term borrowings shall
mean any outstanding borrowing with original maturity of more than one year and shall exclude external
commercial borrowings and inter-corporate borrowings between a parent and subsidiary(ies);and
(c)have a credit rating of "AA and above", where credit rating shall be of the unsupported bank borrowing or plain vanilla
bonds of an entity, which have no structuring/ support built in; and in case, where an issuer has multiple ratings
from multiple rating agencies, the highest of such ratings shall be considered for the purpose of applicability of this
framework
Page 111 of 215
December 31, 2021/ March 31, 2022 and December 31, 2022/ March 31, 2023, the
following dispensations are provided:
a) Clause 2.2(d) of Chapter XII of the NCS Master Circular dated July 07, 2023 stands
deleted.
b) Clause 3.1(b) of Chapter XII of the NCS Master Circular dated July 07, 2023 stands
deleted.
6. The aforesaid LCs shall endeavor to comply with the requirement of raising 25% of their
incremental borrowings done during FY 2022, FY 2023 and FY 2024 respectively by
way of issuance of debt securities till March 31, 2024, failing which, such LCs shall
provide a one-time explanation in their Annual Report for FY 2024.
Page 112 of 215
Annexure - XIIA
Calculation of Incentive
Table I: Computation of Quantum of % of reduction in annual listing fees pertaining to listed
debt securities or non-convertible redeemable preference shares, payable to the stock
exchange by LCs:
Sl. No. % of Surplus borrowing % of reduction in annual listing fees payable to the
as on last day of FY Stock Exchanges by the LCs for FY “T+2”
“T+2” for the block
starting FY “T”
1. 0-15% 2 % of annual listing fees
2. 15.01-30% 4 % of annual listing fees
3. 30.01-50% 6 % of annual listing fees
4. 50.01-75% 8 % of annual listing fees
5. above 75% 10 % of annual listing fees
Table II: Credit in the form of reduction in contribution to the Core SGF by the LCs: the
quantum of such credit shall be computed as per the following table:
Sl. No. % of Surplus borrowing for Quantum of Credit
the block starting FY “T” as
on last day of FY “T+2”
1. 0-15% 0.01%
2. 15.01-30% 0.02%
3. 30.01-50% 0.03%
4. 50.01-75% 0.04%
5. above 75% 0.05%
In case of eligible issuers32 for LPCC, it is proposed that incentive shall be set off within six years
of obtaining the incentive. In case of non-eligible issuers for LPCC, the incentive shall be carried
forward until utilization by the LC as and when it is classified as eligible by the LPCC. The six-year
period in case of such issuers shall begin from the year it is eligible.
Table III: Manner of computation of Incentive
Sl. no. Particulars Amount (in Rs. Cr)
1. Borrowings that should have been made from the X
debt market by the LC for FY “T” (A)
2. Actual borrowings in “Block of three years”(B) Y
3. Surplus borrowings (Y-X) (C) Z
4. % of surplus borrowing (C/A)*100
32 Eligible issuers as defined by LPCC for contribution to the core SGF
Page 113 of 215
5. Quantum of credit Quantum of credit
falling in the category of
% of surplus borrowing
as per table II
(multiplied by) Z
Calculation of Dis-incentive
Table IV: Dis-incentive in the form of % of additional contribution to the Core SGF
Sl. % of shortfall in the actual borrowings as Quantum of % additional
no. on last day of FY “T+2” for the block of
contribution
starting FY “T”
1. 0-15% 0.015%
2. 15.01-30% 0.025%
3. 30.01-50% 0.035%
4. 50.01-75% 0.045%
5. above 75% 0.055%
Table V: Manner of computation of Dis-incentive
Sl. Particulars Amount (in Rs. Crores)
no.
1. Borrowings that should have been made from the X
debt market by the LC for FY “T” (A)
2. Actual borrowings in “Block of three years” (B) Y
3. Shortfall in borrowings (X-Y) (C) Z
4 % of shortfall in borrowing (C/A)*100
4. Quantum of additional contribution (as per the Quantum of % of additional
above table) contribution falling in the
category of % of shortfall in
borrowing as per table IV
(multiplied by) Z
Page 114 of 215
Annexure - XIIB
Table – 1 : Illustration on the applicability of framework and calculation of Shortfall/ Surplus
for a listed entity:
(all figures in Rs. Crore)
Sr. Particulars FY 2025 FY 2026 FY 2027 FY 2028 FY 2029
No.
(A) Outstanding Borrowing 1100 1700 2000 800 1400
as on March 31st of FY
‘T-1’
(B) Applicability of Yes Yes Yes No Yes
framework
(C) Qualified Borrowings for 600 300 0 600* 300
FY ‘T’
(D) Mandatory borrowing 150 75 0 0 75
through debt securities in
the current FY ‘T’ ( 25%
of (C))
(E) Block for compliance of FY 2025, FY FY 2027, N.A. FY 2029,
the mandatory borrowing 2026 and 2026 2028 and 2030 and
through debt securities 2027 2027 and 2029 2031
(applicable for Current 2028
FY
‘T’)
(F) Actual borrowing done 75 25 0 95 150
through debt securities, if
any, for the current FY ‘T’
(G) Deficit/ excess N.A. N.A. (50) (75) 0
carry forwarded from FY
'T-2’, if any
(H) Deficit/ excess N.A. (75) (75) 0 0
carry forwarded from FY
'T-1’, if any
(I) Amount adjusted for FY 0 0 0 75 0
‘T-2’
(J) Amount adjusted for FY 0 25 0 0 0
‘T-1’
(K) Amount adjusted for FY 75 0 0 N.A. 75
‘T’
(L) Shortfall/ surplus in N.A. N.A. (50) 20 0
mandatory borrowing
through debt securities
for FY ‘T-2’ after
adjusting
Page 115 of 215
(M) Incentive to be provided N.A. N.A. No Yes, 4% No
in the form of reduction in of annual
listing
listing fees (Table-II of
fees for
Annexure-I) (Calculated
FY
only for FY ‘T-2’) as
202833
per (L)
(N) Incentive to be provided in N.A. N.A. No Yes, No
the form of less 0.004 (=
0.02% of
contribution to the Core
20)34
SGF (Table - III & IV of
Annexure-I) (Calculated
only for FY ‘T-2’) as
per (L)
(O) Disincentive to be N.A. N.A. Yes, 0.0175 No No
collected in the form of (= 0.035%
additional contribution to of 50)35
the Core SGF (Table- V &
VI of Annexure-
II)
(Calculated only for
FY ‘T-2’) as per (L)
(P) Deficit/ excess to be carry 0 (50) (75) 0 0
forwarded for FY ‘T-1’
after adjustment, if any
(Q) Deficit/ excess to be carry (75)# (75) 0 N.A. 75
forwarded for FY ‘T’ after
adjustment, if any
#All figures written in brackets ( ) should be considered as shortfall or otherwise as surplus.
*For FY2028, the figure 600 crore refers to the borrowings for the FY.
33 FY2028 is T+2 for FY2026 (T). Surplus amount as of T+2 is 20 crores. Mandatory borrowing for the block period starting
FY2026 was Rs.75 crore. Thus, % of surplus = 20/75 = 26.67%. 26.67% falling in 15.01-30% category as per table I of
Annex-I shall correspond to 4% of annual listing fees.
34 26.67% falling in 15.01-30% category as per table II of Annex-I shall correspond to quantum of 0.02%.
35 FY2027 is T+2 for FY2025 (T). Shortfall amount as of T+2 is Rs. 50 crore. Mandatory borrowing for the block period
starting FY2025 was Rs.150 crore. Thus, % of shortfall = 50/150 = 33.33%. 33.33% falling in 30.01-50% category as per
table IV of Annex-I shall correspond to quantum of 0.035%.
Page 116 of 215
Chapter XIII - Issuance, listing and trading non-equity regulatory capital
[See Chapter V of SEBI NCS Regulations, 2021]
1. PDIs, PNCPS, PCPS, RNCPS, RCPS, debt instruments and instruments of similar
nature which are essentially non-equity regulatory instruments, forming part of a bank’s
or NBFC’s capital, issued as per RBI stipulations and listed in terms of Chapter V of the
SEBI NCS Regulations, 2021.
2. These instruments have certain unique features which, inter-alia, grant the issuer (in
consultation with RBI) a discretion in terms of writing down the principal/ interest, to skip
interest payments, to make an early recall etc. without commensurate right for investors
to legal recourse, even if such actions of the issuer might result in potential loss to
investors.
3. Given the nature and contingency impact of these instruments and the fact that full
import of the discretion is available to an issuer, may not be understood in the truest form
by retail individual investors, the matter was discussed in SEBI’s advisory committee on
the development of corporate bond market in India viz. CoBoSAC. Based on the
recommendations of the CoBoSAC, the following shall be the additional framework
related to issuance, listing and trading of PDIs, PNCPS or instruments of similar nature
by whatever name called (debt instruments, RNCPS, RCPS, etc.) and proposed to be
listed:
3.1. Investors: Issuers and stock exchanges shall ensure that only QIBs are allowed to
participate in the issuance of all these non-equity regulatory capital instruments
mentioned at paragraph 1 above.
3.2. Allotment size, face value and trading lot: The minimum allotment size, face value
and trading lot size of these instruments shall be as specified in Chapter V of this
circular.
3.3. Other requirements: Issuers, in addition to making disclosures as per Schedule I of
the SEBI NCS Regulations, 2021, shall also make following specific disclosures
about the following:
a) Details of all the conditions upon which the call option will be exercised by them
for these instruments, in the placement memorandum.
b) Risk factors, to include all the inherent features of these instruments highlighted
at paragraph 2 above.
c) Point of Non Viability clause: The absolute right, given to the RBI, to direct an
Page 117 of 215
issuer to write down the entire value of its outstanding these instruments/ bonds,
if it thinks the bank has passed the Point of Non-Viability (PONV), or requires a
public sector capital infusion to remain a going concern.
Applicability of the Provisions of Chapter V of the SEBI NCS Regulations, 2021:
4. The securities which have characteristics as stated below, shall necessarily be required
to comply with the provisions for issuance and listing as specified under Chapter V of
the SEBI NCS Regulations, 2021 and circulars issued thereunder:
1.1. The issuer is permitted by RBI to issue such instruments,
1.2. The instruments form part of non-equity regulatory capital,
1.3. The instruments are perpetual debt instruments, perpetual non-cumulative
preference shares or instruments of similar nature and
1.4. The instruments contain a discretion with the issuer/ RBI for events including
but not restricted to all or any of the below events:
a. conversion into equity;
b. write off of interest/ principal;
c. skipping/ delaying payment of interest/principal;
d. making an early recall;
e. changing any terms of issue of the instrument.
Page 118 of 215
Chapter XIV – Centralized Database for corporate bonds/ debentures
[See Regulations 17(1) and 20 of SEBI NCS Regulations, 2021]
1. This chapter contains provisions mandating stock exchanges and depositories to jointly
create, host and maintain a Centralised Database of corporate bonds, held in demat
form. It also delineates the responsibilities of the issuer, CRAs and DTs in relation to the
database. A list of data fields to be maintained in the said database along with the manner
of filing the same is also provided in the succeeding paragraphs.
2. Responsibilities of parties involved, contents of the database and manner of
submitting the information
2.1. Depositories:
a) Depositories shall continue to jointly create, host, maintain and disseminate the
centralized database of corporate bonds, which are available in demat form. All
historical data available in the database in terms of SEBI Circular no.
CIR/IMD/DF/17/2013 dated October 22, 2013 and SEBI/HO/DDHS/DDHS1/
P/CIR/2021/572 dated June 04, 2021 shall continue to be hosted by the
Depositories.
b) Depositories shall ensure to have adequate systems and safeguards to maintain
the integrity of data and to prevent manipulation of data.
c) Each depository shall synchronize the database in consultation with the other
Depository.
d) Depository which receives information from an issuer shall host the same as well
as share it with the other depository for hosting within three working days from
the date of receipt of the information.
e) Depositories shall categorize investors as per the SEBI Circular No.
CIR/CFD/CMD/13/2015 dated November 30, 2015.
f) Depositories shall provide secure login credentials to issuers, stock exchanges,
credit rating agencies and debenture trustees for updating and verifying requisite
information in the corporate bond database within timelines as mentioned in this
circular.
Page 119 of 215
2.2. Issuers:
a) Issuers shall fill all the requisite fields as provided in Annexure - XIV-A in the
Centralized Database at the time of allotment of the ISIN. Depositories shall verify
the information as provided by issuer at the time of activation of ISIN.
b) Post listing of securities, Issuers shall submit information in the requisite fields as
provided in Annexure - XIV-B to any of the stock exchanges where their
securities are listed on a periodical basis (within 30 days from the end of the
financial year) and/ or ‘as and when’ basis (event based), as applicable. The stock
exchange shall indicate the format of filing to the Issuers in this regard.
2.3. Stock exchanges:
a) Stock exchanges and depositories shall develop a system such that information
received by them is updated on the Centralized Database on a daily basis.
b) Stock exchanges shall verify listing details as provided in Annexure - XIV-A and
Annexure - XIV-B of this chapter in the Centralized Database.
c) Stock exchanges shall update event based and periodical information in the
Centralized Database when received from the issuers in Annexure - XIV-B.
2.4. Credit Rating Agencies:
CRAs shall access the database to verify the rating information uploaded by the
Issuer. In case of any discrepancy, CRAs shall notify the same to stock exchanges
and update the correct information in the database within the time stipulated in
Annexure - XIV-C.
2.5. Debenture Trustees:
DTs shall access the database to verify the information regarding default history and
other relevant information. in case of any discrepancy, debenture trustee shall notify
the same to stock exchanges and update the correct information in the database,
within the time stipulated in Annexure - XIV-C.
3. Depositories shall also provide the information available with respect to Non-
convertible Redeemable Preference Shares and Securitized Debt Instruments, in a
separate section within the database, in the form as available with them, after sharing
the same with the other depository for synchronizing and updating the database.
Page 120 of 215
Annexure - XIV-A
The list of data fields to be submitted by issuer to depositories at the time of allotting
of ISIN is as under:
A. Issuer details:
Sl. No. Category
1 Issuer Name
2 Issuer’s former names (the last three names including merger/
amalgamation cases will be made available, if any)
3 CIN
4 LEI
5 Address of registered office of the issuer
6 Name and e-mail address of the Compliance Officer/ Company Secretary
7 Details of the Group Companies
a. Name of the Companies
b. CIN
c. LEI
d. Nature of relationship
Subsidiary, Associate, Holding company, common directors, others (if
any, provide the details)
B. Issuer/ instrument classification:
8. Type of Issuer (relevant option may be selected (√)):
a) Based on ownership:
Sl. No. Category
1 PSU
2 Non PSU
3 Issuer under SEBI ILDM Regulations, 2015
9. Based on sector of business (relevant option may be selected (√)):
Macro-
MES Ind Basic
Econo Sect Basic
Cod Sector Cod Industry Ind Definition
mic Code Industry
e e Code
Sector
IN01 Commo IN01 Chemic IN01 Chemicals & IN010 Commodity Manufacturers of basic
dities 01 als 0101 Petrochemic 10100 Chemicals and industrial chemicals
als 1 like synthetic fibres, films,
organic and inorganic
chemicals etc.
Page 121 of 215
Macro-
MES Ind Basic
Econo Sect Basic
Cod Sector Cod Industry Ind Definition
mic Code Industry
e e Code
Sector
IN010 Specialty Manufacturers of
10100 Chemicals chemicals used in the
2 manufacture of a variety of
products, like fine
chemicals, additives,
advanced polymers,
explosives, adhesives,
printing inks, sealants,
dyes, pigments, coatings
etc.
IN010 Carbon Manufacturers of carbon
10100 Black black
3
IN010 Dyes And Manufacturer, supplier
10100 Pigments and distributor of dyes and
4 pigments
IN010 Explosives Manufacturer, supplier
10100 and exporter of
5 commercial explosives
and explosive accessories
IN010 Petrochemi Manufacturer, supplier
10100 cals and distributor of
6 petrochemical products
like propylene oxide,
propylene glycols and
polyols etc. Also includes
manufacturers of nylon,
polyester and acrylic
fibres, plastics (not
covered under Plastic
Products - Consumer
under Consumer
Discretionary and Plastic
Products - Industrial under
Manufacturing) etc.
IN010 Printing Manufacturers and
10100 Inks distributor of printing inks
7 and allied material
IN010 Trading - Trading companies and
10100 Chemicals distributors of chemicals
8
IN010 Industrial Producer or supplier of
10100 Gases industrial gases
9
IN01 Fertilizers & IN010 Fertilizers Manufacturers of fertilizers
0102 Agrochemica 10200
ls 1
Page 122 of 215
Macro-
MES Ind Basic
Econo Sect Basic
Cod Sector Cod Industry Ind Definition
mic Code Industry
e e Code
Sector
IN010 Pesticides Manufacturers of
10200 & agrochemicals and
2 Agrochemi pesticides
cals
IN01 Constru IN01 Cement & IN010 Cement & Manufacturer, supplier
02 ction 0203 Cement 20300 Cement and distributor of cement,
Material Products 1 Products cement products
s
IN01 Other IN010 Other Other construction
0204 Construction 20400 Constructio material such supplier of
Materials 1 n Materials sand etc. It excludes
companies dealing with
granites, marbles, etc.
which are classified as
'Furniture, Home
Furnishing, Flooring'
under Consumer
Discretionary
IN01 Metals IN01 Ferrous IN010 Ferro & Manufacturers and
03 & 0301 Metals 30100 Silica distributor of ferro silico
Mining 1 Manganese manganese like ferro
alloys, briquette, fly ash
bricks etc.
IN010 Pig Iron Manufacturers and
30100 distributor of pig iron
2
IN010 Sponge Manufacturers and
30100 Iron distributor of sponge iron
3
IN010 Iron & Steel Manufacturers of Iron &
30100 steel
4
IN01 Non - IN010 Aluminium Mining, processing,
0302 Ferrous 30200 manufacturing and
Metals 1 distributing the aluminium
IN010 Copper Producer and distributor of
30200 copper
2
IN010 Zinc Producer and distributor of
30200 zinc
3
IN010 Precious Mining, manufacturing and
30200 Metals distributing precious
4 materials like gold, silver,
platinum etc. Includes
investment trusts where
underlying is gold or
similar precious metals
Page 123 of 215
Macro-
MES Ind Basic
Econo Sect Basic
Cod Sector Cod Industry Ind Definition
mic Code Industry
e e Code
Sector
IN01 Diversified IN010 Diversified Companies engaged in
0303 Metals 30300 Metals manufacturing and mining
1 of diversified metals
IN01 Minerals & IN010 Industrial Mining, producing and
0304 Mining 30400 Minerals distributing industrial
1 materials (excluding Coal
which has been classified
under 'Energy')
IN01 Metals & IN010 Trading - Trading companies and
0305 Minerals 30500 Metals distributors of metals
Trading 1 (excluding precious
metals)
IN010 Trading - Trading companies and
30500 Minerals distributors of industrial
2 minerals (excluding Coal
trading which has been
classified under 'Energy')
IN01 Forest IN01 Paper, Forest IN010 Paper & Manufacturers of paper,
04 Material 0401 & Jute 40100 Paper paper boards etc.
s Products 1 Products
IN010 Forest Companies dealing with
40100 Products Timber, Wood, Soil, Pulp,
2 Firewood, Cork, Shellac,
Cross Laminated Timber
excluding plywood and
laminates which is
classified as 'Furniture,
Home Furnishing,
Flooring' under Consumer
Discretionary
IN010 Jute & Jute Manufacturers of jute and
40100 Products jute products
3
IN02 Consum IN02 Automo IN02 Automobiles IN020 Passenger Manufacturer of
er 01 bile and 0101 10100 Cars & passenger /utility vehicles
Discreti Auto 1 Utility including car, bus, taxis,
onary Compon Vehicles auto rickshaws etc.
ents
IN020 2/3 Manufacturers of
10100 Wheelers motorcycles, scooters,
2 three-wheelers and
bicycles
IN020 Trading - Trading and distribution of
10100 Automobile passenger cars, utility
3 s vehicles, 2/3 wheelers
IN02 Auto IN020 Auto Manufacturers and
0102 Components 10200 Component distributors of accessories
1 s & for automobiles
Page 124 of 215
Macro-
MES Ind Basic
Econo Sect Basic
Cod Sector Cod Industry Ind Definition
mic Code Industry
e e Code
Sector
Equipment
s
IN020 Batteries - Manufacturer of
10200 Automobile automobiles batteries
2
IN020 Fastener Manufacturer of fastener
10200 for vehicles
3
IN020 Gas Manufacturer of gas
10200 Cylinders cylinders for automobile
4
IN020 Trading - Trading and distribution of
10200 Auto auto components
5 Ancillaries
IN020 Tyres & Manufacturers and
10200 Rubber distributors of tyres and
6 Products rubber products for
automobile
IN02 Consum IN02 Consumer IN020 Air Manufacturers and
02 er 0201 Durables 20100 Conditioner distributors of air
Durable 1 conditioners
s
IN020 Cycles Manufacturers and
20100 distributors of bicycles and
2 tricycles
IN020 Consumer Manufacturers and
20100 Electronics distributor of consumer
3 electronics like television,
video cassette recorder,
DVD player, audio
equipments, games etc.
IN020 Furniture, Manufacturers and
20100 Home distributor of furniture,
4 Furnishing, carpets, ceramic tiles,
Flooring granite, marble etc.
IN020 Gems, Manufacturers and
20100 Jewellery distributor of gems,
5 And jewellery, watches and
Watches other luxury goods and
accessories
IN020 Glass - Manufacturers and
20100 Consumer distributor of consumer
6 glass products
IN020 Household Manufacturers of electric
20100 Appliances household appliances like
7 juicers, food processors,
microwave ovens etc.
Page 125 of 215
Macro-
MES Ind Basic
Econo Sect Basic
Cod Sector Cod Industry Ind Definition
mic Code Industry
e e Code
Sector
IN020 Houseware Manufacturers and
20100 distributors of other
8 household durable
products like cookware,
cutlery, utensils and
consumer specialties not
classified otherwise
IN020 Leather Manufacturers and
20100 And distributors of leather
9 Leather products such as belt,
Products leather bags, all types of
footwear etc.
IN020 Leisure Manufacturers of leisure
20101 Products products and equipment
0 including sports
equipment, gift articles
etc.
IN020 Plastic Manufacturers and
20101 Products - distributor of plastic
1 Consumer products used in
households such as
suitcase, briefcase and
other consumer plastic
products not covered
under 'Houseware' above
IN020 Plywood Manufacturers and
20101 Boards/ distributor of plywood,
2 Laminates laminates etc.
IN020 Sanitary Manufacturer of sanitary
20101 Ware ware like ceramic
3 plumbing fixtures (as
sinks, lavatories, or toilet
bowls)
IN020 Toys Manufacturers and
20101 distributors of toys, games
4 etc
IN020 Paints Manufacturers and
20101 distributors of interior and
5 exterior paints
IN020 Diversified Any other consumer
20101 Consumer products not covered
6 Products above
IN02 Textiles IN02 Textiles & IN020 Garments & Manufacturers &
03 0301 Apparels 30100 Apparels distributors of apparels/
1 garments
IN020 Other Manufacturers &
30100 Textile distributors of textiles,
2 Products fabrics, yarn, silk yarn,
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blended and texturized
yarn and related products
IN020 Trading - Trading and Distribution of
30100 Textile 'garments & apparels' and
3 Products 'other textile products'
where a revenue from
each segment cannot be
determined separately
IN02 Media, IN02 Media IN020 Advertising Companies providing
04 Entertai 0401 40100 & Media advertising, public
nment & 1 Agencies relations and marketing
Publicati services. It also includes
on billboard providers and
telemarketers.
IN020 Electronic Publisher of newspapers,
40100 Media magazines and other
2 periodicals through
electronic medium
IN020 Web based Companies engaged in
40100 media and providing social media,
3 service search engines, platforms
for networking etc.
Excludes companies
operating in online
shopping classified under
E-Retail/ E-Commerce
and companies providing
online directory of
suppliers and potential
buyers for various
products/ merchandise
classified under Internet &
Catalogue Retail
IN020 Print Media Publisher of newspapers,
40100 magazines and other
4 periodicals through print
medium
IN02 Entertainmen IN020 Film Producers and distributors
0402 t 40200 Production, of movies. Includes
1 Distribution theatres and auditoriums
& Exhibition
IN020 Digital Producers and distributors
40200 Entertainm of movies and other
2 ent entertainment related
contents through digital,
Over the Top (OTT)
platform.
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IN020 Media & Producers and distributors
40200 Entertainm of entertainment products
3 ent and services. It includes
companies engaged in the
production, distribution
and screening of television
shows, producers and
distributors of music and
sports teams. It excludes
production and distribution
of movies which is
classified under 'Film
Production, Distribution &
Exhibition'.
IN020 TV Owners of TV channels,
40200 Broadcasti includes broadcasting of
4 ng & TV shows and cable TV
Software operators and DTH
Production service providers
IN02 Printing & IN020 Printing & Companies providing
0403 Publication 40300 Publication service of commercial
1 printing, publication of
books, commercial
documents etc.
IN02 Realty IN02 Realty IN020 Residential, Companies engaged in
05 0501 50100 Commercia development and
1 l Projects construction of residential/
commercial (offices/
shops etc.) properties
IN020 Real Estate Companies engaged in
50100 related providing real estate
2 services related services like real
estate agents.
IN020 Real Estate Companies or Trusts
50100 Investment engaged in ownership,
3 Trusts acquisition, development,
(REITs) management and
operation of real estate
IN02 Consum IN02 Leisure IN020 Hotels & Owners and operators of
06 er 0601 Services 60100 Resorts hotels, resorts etc.
Service 1 Includes investment trusts
s where underlying is
'Hotels and Resorts'
IN020 Restaurant Owners and operators of
60100 s restaurants, recreation
2 clubs, bars, coffee shops,
fast-food, catering service
etc.
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IN020 Amusemen Owners and operators of
60100 t Parks/ amusement parks,
3 Other Casinos and other
Recreation recreation facilities not
covered above
IN020 Wellness Owners and operators of
60100 wellness facilities such as
4 gymnasium, yoga centre,
beauty parlours, salons
etc.
IN020 Tour, Companies engaged into
60100 Travel provision of tour, travel
5 Related related services. It
Services includes tour operators,
ticketing, visa processing,
hotel and vehicle booking
etc. It includes companies
that provide such service
through digital medium
IN02 Other IN020 Education Any stream of education
0602 Consumer 60200 (including IT education or
Services 1 any specialized training)
provided in classroom
IN020 E-Learning Any stream of education
60200 (including IT education or
2 any specialized training)
provided through medium
other than classroom
IN020 Food Companies engaged in
60200 Storage providing food storage
3 Facilities facility
IN020 Other Companies providing
60200 Consumer other consumer services
4 Services not classified elsewhere. It
includes event managers,
security services,
housekeeping services
etc.
IN02 Retailing IN020 Specialty Owners and operators of
0603 60300 Retail retail store comprising a
1 single class of goods such
as apparels, electronics,
stationary etc.
IN020 Pharmacy Companies engaged in
60300 Retail sale of pharmaceutical,
2 provision of health related
products and services
through electronic medium
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IN020 Diversified Owners and operators of
60300 Retail stores offering multiple
3 range of product
categories (department
stores)
IN020 E-Retail/ E- Companies that earns
60300 Commerce significant revenue from
4 provision of products or
services predominantly
through electronic medium
such as internet.
IN020 Internet & Companies providing
60300 Catalogue online directory of
5 Retail suppliers and potential
buyers for various
products/ merchandise
IN020 Distributors Distributors and
60300 wholesalers of general
6 merchandise not classified
elsewhere
IN03 Energy IN03 Oil, Gas IN03 Gas IN030 Gas Companies engaged in
01 & 0101 10100 Transmissi marketing and/ or
Consum 1 on/Marketin transportation of gases
able g
Fuels
IN030 Industrial Producer or supplier of
10100 Gas industrial gases
2
IN030 LPG/CNG/ Companies engaged in
10100 PNG/LNG distribution of LPG, CNG,
3 Supplier PNG and LNG
IN030 Trading - Companies engaged in
10100 Gas the activity of trading in
4 gas
IN03 Oil IN030 Oil Companies engaged in
0102 10200 Exploration the exploration and
1 & production of oil
Production
IN030 Offshore Companies providing
10200 Support offshore drilling services to
2 Solution oil companies
Drilling
IN030 Oil Storage Companies engaged in
10200 & providing storage and
3 Transportat transportation facility for
ion oil companies
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IN030 Oil Manufacturers of
10200 Equipment equipment for and
4 & Services providers of services to the
oil and gas industry
IN03 Petroleum IN030 Refineries Companies engaged in
0103 Products 10300 & Marketing the refining and marketing
1 of oil, gas and petroleum
products
IN030 Lubricants Manufacturers and
10300 distributors of lubricants
2
IN03 Consumable IN030 Coal Companies engaged in
0104 Fuels 10400 exploration, mining,
1 trading and distribution of
coal, coke and lignite
IN04 Fast IN04 Fast IN04 Agricultural IN040 Edible Oil Producers and distributors
Moving 01 Moving 0101 Food & other 10100 of edible oil
Consum Consum Products 1
er er
Goods Goods
IN040 Sugar Producers and distributors
10100 of sugar and allied
2 products
IN040 Tea & Producers and distributors
10100 Coffee of tea and coffee
3
IN040 Other Producers and distributors
10100 Agricultural of agricultural products not
4 Products classified elsewhere
IN04 Beverages IN040 Breweries Manufacturers of alcoholic
0102 10200 & beverages. Includes
1 Distilleries distillers
IN040 Other Manufacturers of non-
10200 Beverages alcoholic beverages
2
IN04 Cigarettes & IN040 Cigarettes Manufacturers and
0103 Tobacco 10300 & Tobacco distributors of cigarettes
Products 1 Products and other tobacco
products
IN04 Food IN040 Animal Manufacturers and
0104 Products 10400 Feed distributors of animal feed
1
IN040 Dairy Producers and distributors
10400 Products of dairy products
2
IN040 Other Food Producers and distributors
10400 Products of other food products not
3 classified elsewhere
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IN040 Packaged Producers & distributors of
10400 Foods packaged foods including
4 biscuits, chocolates, chips
etc.
IN04 Personal IN040 Personal Manufacturers and
0105 Products 10500 Care distributors of personal
1 products such as tooth
paste, shampoo, perfume,
cosmetics etc.
IN04 Household IN040 Household Manufacturers and
0106 Products 10600 Products distributors of household
1 products such as
aluminium foils,
detergents, matchstick,
paper tissues, soaps etc.
IN040 Batteries Manufacturers and
10600 distributors of batteries
2 used in home appliances.
Excludes automobiles
batteries classified under
'Consumer Discretionary'
IN040 Photograph Manufacturers and
10600 ic Products distributors of
3 photographic products
IN040 Stationary Manufacturers and
10600 distributors of stationary
4 such as pen, pencil,
notebooks etc.
IN04 Diversified IN040 Diversified Companies engaged into
0107 FMCG 10700 FMCG multiple FMCG products,
1 where no single business
segment contributes more
than 50% of companies'
total revenue and two or
more segments each
contributes at least 20% of
total revenue
IN05 Financi IN05 Financia IN05 Finance IN050 Financial Financial Institutions as
al 01 l 0101 10100 Institution defined under Section 4(1)
Service Service 1 of the Companies Act,
s s 1956
IN050 Housing Companies providing loan
10100 Finance for buying housing and
2 Company commercial properties
IN050 Investment Companies which earn
10100 Company major revenue from
3 interest, capital
appreciation from
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investments made. It does
not include rental income
which is classified under
'Diversified Commercial
Services'
IN050 Non- Non-Banking Financial
10100 Banking Company (NBFC) as may
4 Financial be specified by the
Company Reserve Bank of India
(NBFC) (RBI)
IN050 Other Companies providing
10100 Financial financial services not
5 Services covered elsewhere under
'Financial Services'
IN050 Holding Holding companies with
10100 Company holding of 51% or more in
6 other company
IN05 Banks IN050 Public Banks sponsored by
0102 10200 Sector Central or State
1 Bank government in India
categorized as public
sector bank by Reserve
Bank of India (RBI)
IN050 Private Banks categorized as
10200 Sector private sector banks by
2 Bank Reserve Bank of India
(RBI)
IN050 Other Bank Other banks not classified
10200 under Public Sector Bank
3 and Private Sector Bank
above. Includes foreign
banks, payment banks,
small banks etc.
IN05 Capital IN050 Asset Companies engaged in
0103 Markets 10300 Manageme mutual fund activities i.e.
1 nt companies operating
Company mutual funds, open-end
mutual funds, closed-end
mutual funds etc.
IN050 Depositorie Companies providing
10300 s, Clearing depository services.
2 Houses and Includes clearing houses/
Other clearing corporations,
Intermediar registrar/ share transfer
ies agents, custodians etc.
which are not covered
elsewhere under 'Capital
Markets'
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IN050 Financial Companies engaged into
10300 Products distribution of financial
3 Distributor products
IN050 Ratings Companies providing
10300 ratings service
4
IN050 Exchange Companies providing
10300 and Data platform for trading of
5 Platform equity, commodity,
currency, fixed income
securities, power etc. are
classified under
'Exchange Platform'.
Companies providing data
vending/ data
dissemination are
classified under 'Data
Platform'
IN050 Stockbrokin Companies engaged in
10300 g & Allied providing brokerage
6 services and other allied
activities such as
investment advisory
services etc.
IN050 Other Other Capital Market
10300 Capital related Services not
7 Market classified elsewhere
related above
Services
IN05 Insurance IN050 General Companies providing
0104 10400 Insurance general insurance
1
IN050 Life Companies providing life
10400 Insurance insurance
2
IN050 Other Insurance companies
10400 Insurance offering multiple line of
3 Companies insurance such as life
insurance, general
insurance, medical
insurance, etc.
IN050 Insurance Companies engaged into
10400 Distributors distribution of insurance
4 products
IN05 Financial IN050 Financial Fintechs providing
0105 Technology 10500 Technology services like banking,
(Fintech) 1 (Fintech) payment processing,
brokerage, aggregation
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and distribution of financial
products and services
IN06 Healthc IN06 Healthc IN06 Pharmaceuti IN060 Pharmaceu Manufacturers and
are 01 are 0101 cals & 10100 ticals distributors of
Biotechnolog 1 pharmaceuticals and
y companies engaged in
research & development
of pharmaceuticals
IN060 Biotechnolo Companies engaged in
10100 gy the development,
2 manufacturing or
marketing and distribution
of products based on
biotechnology
IN06 Healthcare IN060 Medical Manufacturers and
0102 Equipment & 10200 Equipment distributors of medical
Supplies 1 & Supplies equipments such as blood
pressure monitoring
machine, X-Ray
machines, MRI scanners,
and supplies such as
injection needles, syringe,
gloves etc.
IN06 Healthcare IN060 Hospital Owners and operators of
0103 Services 10300 health care facilities. It
1 includes hospitals, nursing
homes and veterinary
hospitals. Includes
investment trusts where
underlying is 'Hospitals'
IN060 Healthcare Owners and operators of
10300 Service diagnostic services such
2 Provider as pathological
laboratories, X-Ray and
MRI scan centres, etc.
IN060 Healthcare Companies providing
10300 Research, healthcare research and
3 Analytics & analytics related services
Technology
IN07 Industri IN07 Constru IN07 Construction IN070 Civil Companies engaged in
als 01 ction 0101 10100 Constructio designing, construction
1 n and maintenance of roads,
bridges, canals, dams etc.
It excludes companies
engaged in construction of
residential and
commercial buildings
which are classified as
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'Realty' under 'Consumer
Discretionary'. Includes
investment trusts where
underlying is 'Civil
Construction'
IN070 Engineerin Companies engaged into
10100 g, Engineering, procurement
2 Designing and construction (EPC)
& projects
Constructio
n
IN07 Capital IN07 Aerospace & IN070 Aerospace Manufacturers of civil and
02 Goods 0201 Defense 20100 & Defense military aerospace and
1 equipments, defense
equipments, defense
electronics and products
thereof
IN07 Agricultural, IN070 Tractors Manufacturers and
0202 Commercial 20200 distributors of tractors and
& 1 other farm vehicles
Construction
Vehicles
IN070 Commercia Manufacturers and
20200 l Vehicles distributors of commercial
2 vehicles as trucks,
dumpers etc.
IN070 Constructio Manufacturers and
20200 n Vehicles distributors of construction
3 vehicles like cranes,
bulldozers etc.
IN07 Electrical IN070 Heavy Manufacturers and
0203 Equipment 20300 Electrical distributors of power
1 Equipment generating equipment and
other heavy electrical
equipment such as power
turbines, transmission
towers, heavy electrical
machinery
IN070 Other Manufactures and
20300 Electrical distributors of electric
2 Equipment cables and wires and other
electrical components or
equipment not classified
under Heavy Electrical
Equipment
IN07 Industrial IN070 Elevators Manufacturer of elevators
0204 Manufacturin 20400 and escalators
g 1
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IN070 Engineerin Manufacturers and
20400 g & distributors of engineering
2 Constructio and construction related
n products products not covered
elsewhere
IN070 Industrial Manufacturers and
20400 Electronics distributor of industrial
3 electronics like CC TV
surveillance system,
access control system, fire
alarm System, multi-
apartment video door
phones, video door
phones, intruder alarm
System, fingerprint locks,
and remote managed
services etc.
IN070 Industrial Manufacturers and
20400 Equipment distributor of industrial
4 s equipment not covered
elsewhere
IN070 Railway Manufacturers of railway
20400 Wagons wagons and EMU
5 coaches
IN070 Ship Companies engaged in
20400 Building & ship building and providing
6 Allied allied services
Services
IN070 Industrial Manufacturers and
20400 Machinery distributors of industrial
7 machinery not covered
elsewhere
IN07 Industrial IN070 Abrasives Manufactures and
0205 Products 20500 distributors of abrasives
1
IN070 Bearings Manufactures and
20500 distributors of bearings.
2 Excludes bearings used
for automobiles which are
classified as 'Auto
Components &
Equipments' under
Consumer Discretionary
IN070 Cables - Manufacturers and
20500 Electricals distributors of electrical
3 cables/ wires. Excludes
telecom cables which are
classified as 'Telecom -
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Equipment & Accessories'
under
'Telecommunication'
IN070 Castings & Manufacturers and
20500 Forgings distributors of castings
4 and forgings. Excludes
companies generating
majority revenue from
automobile segment and
they are classified as 'Auto
Components &
Equipments' classified
under 'Consumer
Discretionary'
IN070 Compresso Manufacturers and
20500 rs & Pumps distributors of
5 compressors and pumps
IN070 Diesel Manufacturers and
20500 Engines distributors of diesel
6 engines. Excludes
engines used for
automobiles which are
classified as 'Auto
Components &
Equipments' under
Consumer Discretionary
IN070 Electrodes Manufacturers and
20500 distributors of electrodes
7
IN070 Packaging Manufacturers and
20500 distributors of packaging
8 materials such as
cardboard, bags, boxes,
cans, drums, bottles and
jars and glass
IN070 Plastic Manufacturers and
20500 Products - distributors of industrial
9 Industrial plastic products such as
plastic pipes etc.
IN070 Refractorie Manufacturers and
20501 s distributors of refractories
0
IN070 Rubber Manufacturers and
20501 distributors of rubber and
1 rubber products. Excludes
companies classified as
'Tyres & Rubber Products'
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under 'Consumer
Discretionary'
IN070 Other Manufacturers and
20501 Industrial distributors of other
2 Products industrial products not
classified elsewhere
IN070 Glass - Manufacturers and
20501 Industrial distributors of industrial
3 glasses. It excludes
consumer glass classified
under 'Consumer
Discretionary'
IN070 Aluminium, Manufacturers and
20501 Copper & distributors of aluminium,
4 Zinc copper and zinc products
Products
IN070 Iron & Steel Manufacturers and
20501 Products distributors of iron and
5 steel products
IN08 Informat IN08 Informat IN08 IT - Software IN080 Computers Companies engaged in
ion 01 ion 0101 10100 - Software software development, IT
Technol Technol 1 & consulting and data
ogy ogy Consulting analytics
IN080 Software Companies engaged in
10100 Products development of software
2 products that can be
commonly used by
individuals and corporates
IN08 IT - Services IN080 IT Enabled Companies engaged in
0102 10200 Services providing services for
1 business automation
through provision of IT
infrastructure.
IN08 IT - Hardware IN080 Computers Manufactures and
0103 10300 Hardware & distributors of computer
1 Equipment hardware and equipments
s such as personal
computers, laptops,
servers, motherboards,
networking equipments,
printers, photo copiers etc.
IN09 Service IN09 Service IN09 Engineering IN090 Dredging Companies providing
s 01 s 0101 Services 10100 dredging and related
1 services
IN09 Transport IN090 Airline Owners and operators of
0102 Services 10200 commercial airlines
1
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IN090 Logistics Companies providing
10200 Solution logistic services, courier,
2 Provider movers & packers etc.
IN090 Railways Companies providing
10200 passenger or cargo
3 transportation through
railways
IN090 Road Companies providing
10200 Transport passenger or cargo
4 transportation through
roads
IN090 Shipping Companies providing
10200 passenger or cargo
5 transportation through
marine (shipping)
IN090 Transport Other transport related
10200 Related service not covered
6 Services elsewhere
IN09 Transport IN090 Airport & Owners and operators of
0103 Infrastructure 10300 Airport airports and companies
1 services providing airport related
services
IN090 Port & Port Owners and operators of
10300 services marine ports and related
2 services like marine
engineering services
IN090 Toll bridge Operators of bridge,
10300 operator highway, toll bridges etc.
3 Does not include
companies engaged into
construction of road,
bridges and highways
which are classified as
'Civil Construction' under
'Manufacturing'
IN09 Commercial IN090 Trading & Companies engaged in
0104 Services & 10400 Distributors trading and distribution of
Supplies 1 goods not covered
elsewhere
IN090 Consulting Companies engaged in
10400 Services providing consulting
2 services
IN090 Data Companies engaged in
10400 Processing providing commercial
3 Services electronic data processing
services
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IN090 Diversified Companies providing
10400 Commercia commercial and consumer
4 l Services services not classified
elsewhere. Includes,
employment and related
services, environmental
services and pollution
control services, other
security services, renting
and leasing services,
trade and commission
agent services etc.
IN090 Business Companies engaged in
10400 Process providing Business
5 Outsourcin Process Outsourcing
g (BPO)/ (BPO)/ Knowledge
Knowledge Process Outsourcing
Process (KPO) services
Outsourcin
g (KPO)
IN10 Teleco IN10 Teleco IN10 Telecom - IN100 Telecom - Companies providing fixed
mmunic 01 mmunic 0101 Services 10100 Cellular & line and cellular telecom
ation ation 1 Fixed line services
services
IN100 Telecom - Companies engaged into
10100 Infrastructu provision of telecom
2 re instruments and telecom
related infrastructure
services.
IN100 Other Companies engaged into
10100 Telecom provision of broad band
3 Services internet service and other
telecom related services
not covered elsewhere
IN10 Telecom - IN100 Telecom - Manufacturers and
0102 Equipment & 10200 Equipment distributors of telecom
Accessories 1 & equipments, cables and
Accessorie other accessories.
s Includes investment trusts
where underlying is
telecom equipment such
as telephone instruments
IN11 Utilities IN11 Power IN11 Power IN110 Electric Companies engaged into
01 0101 10100 Utilities production and distribution
1 of thermal, solar, hydro
and wind power. Includes
investment trusts where
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underlying is power
generation and distribution
IN110 Power Companies engaged into
10100 Trading trading of electricity
2
IN110 Power - Companies engaged into
10100 Transmissi transmission or
3 on distribution of electricity.
Includes investment trusts
where underlying is power
transmission
IN11 Utilities IN11 Other Utilities IN110 Water Companies engaged into
02 0201 20100 Supply & water supply and
1 Manageme management
nt
IN110 Waste Companies engaged into
20100 Manageme waste management
2 nt
IN110 Emergency Companies engaged into
20100 Services providing emergency
3 services like fire brigade,
flood management etc.
IN110 Multi Companies providing
20100 Utilities multiple lines of utilities
4
IN110 Other Companies providing
20100 Utilities utilities not covered
5 elsewhere
IN12 Diversifi IN12 Diversifi IN12 Diversified IN120 Diversified Companies engaged into
ed 01 ed 0101 10100 multiple business
1 segment, where no single
business segment
contributes more than
50% of companies' total
revenue and two or more
segments each
contributes at least 20% of
total revenue
10. Type of Instrument (relevant option may be selected (√)):
Sl. No. Category
1 Plain vanilla debentures
2 Structured/ market linked debentures
3 Municipal bonds
Page 142 of 215
4 Green debt securities
5 Perpetual debt instruments
6 Others (Please specify)
11. Whether tax free (relevant option may be selected (√)):
Sl. No. Category
1 Yes
2 No
If tax free, quote the relevant section of the Income Tax Act, 1961 under which it is
tax free.
12. Whether bonds/ debentures fall under ‘Infrastructure’ category as per Government
notification (relevant option may be selected (√)):
Sl. No. Category
1 Yes
2 No
C. Issue details:
Sl. No. Category
13 Mode of issue (relevant option may be selected (√))
a Public issue
b Private Placement - indicate if EBP/ non-EBP
c Bonus issue
d Scheme of arrangement
e Others, please specify
14 Scheduled opening date* (if applicable)
15 Scheduled closing date* (if applicable)
16 Actual closing date*
17 Arranger/ lead manager to the issue (name, address & contact details)
18 Registrar (name, address & contact details)
Debenture trustee (name, address, contact details including grievance/
19
complaints email address & website address)
20 Total Allotment Quantity
21 Issue price (per instrument)
22 Issue Size including Green Shoe Option (if applicable)
a Issue Size (total allotment quantity * face value)
b Green Shoe Option (yes/ no)
c Amount raised (total allotment quantity * issue price)
23 Date of allotment
24 Listed/ unlisted/ to be listed
Name of the stock exchange (in which listed or proposed to be listed) and date
25
of listing (if listed)
* mandatory in case of private placement and public issue;
Page 143 of 215
26. Further issuance under same ISIN (yes/ no). If yes, provide the following details of all
the previous issuances under the same ISIN:
Sl. Date of Allotment Cumulative Issue Issue Cumulative Total Cum.
No. allotment quantity quantity price size issue size amount amount
(in (in (in Rs. raised raised
Rs.) Rs. crore) (in Rs.( in Rs.
crore) crore) crore)
27. Objects of the issue (details):
D. Instrument details:
28. ISIN:
29. Series/ tranche (if any):
30. Tranche No. (If any):
31. Instrument description (short):
32. Instrument description (long):
33. Face value (per instrument):
34. Tenure of the instrument at the time of issuance (in ___years; ____months; __days)
35. Whether secured or unsecured (relevant option may be selected (√):
Sl. No. Category
1 Secured
2 Unsecured
If secured, provide complete details regarding the assets secured/ hypothecated/
mortgaged etc.)
36. Whether Guaranteed or Partially guaranteed (relevant option may be selected (√)):
Sl. No. Category
1 Guaranteed
2 Partially guaranteed
3 Not guaranteed
Page 144 of 215
If guaranteed, provide complete details regarding the guarantee:
a) Name of guarantor:
b) Percentage of guarantee:
c) Other details of guarantee:
37. Credit enhancement details:
a) Credit enhancement facility availed (yes/ no):
b) If yes, provide complete details regarding the credit enhancement:
i.Nature of Credit Enhancement
ii.Amount of Credit Enhancement
iii.Other details of Credit Enhancement
38. Principal protected (yes/ no):
39. Seniority in repayment (relevant option may be selected (√)):
Sl. No. Category
1 Senior
2 Subordinate – Tier 1
3 Additional Tier 1
4 Subordinate – Tier 2
5 Subordinate – Tier 2-Upper
6 Subordinate – Tier 2-Lower
7 Subordinate – Tier 3
8 Perpetual
9 Unsubordinated
40. Coupon basis (relevant option may be selected (√)):
Sl. No. Category
1 Fixed
2 Variable (If variable, please specify the benchmark and the spread
over/ under the benchmark; mention floor value and cap value if any)
a) Index Linked
b) Equity Linked
Page 145 of 215
Sl. No. Category
c) Commodity linked
d) MIBOR linked
e) Inflation Linked
f) G-Sec Linked
g) Credit Linked
h) Bank Marginal Cost of Funds based Lending Rate (MCLR) linked
i) Others
3 Zero coupon
41. Coupon type (relevant option may be selected (√)):
Sl. No. Category
1 Simple
2 Compounding
If compounding, provide details of frequency of compounding.
42. Coupon rate (If variable, please specify the benchmark and the spread over/ under
the benchmark; mention floor value and cap value if any):
43. Whether step up/ step down coupon basis is available (relevant option may be
selected (√)):
Sl. No. Category
1 Step up
2 Step down
If yes, kindly provide the details thereof along with details of coupon reset value(s)
and date(s) of reset.
44. Undertaking that the Day Count Convention is calculated as ‘Actual/ Actual’.
45. A hyperlink (downloadable) for the ‘allotment confirmation letter’ reflecting the number
of ISINs to be allotted to be made available.
46. Whether put option available (yes/ no):
a) If yes, provide specified dates:
b) Put option can be exercised at (discount/ premium/ par) (relevant option may be
selected (√)):
Page 146 of 215
Sl. No. Category
1 Discount
2 Premium
3 Par
47. Whether call option available (yes/ no):
a) If yes, provide specified dates:
b) Call option can be exercised at (discount/ premium/ par) (relevant option may be
selected (√)):
Sl. No. Category
1 Discount
2 Premium
3 Par
48. Indicate whether the instrument is rated (relevant option may be selected (√)):
Sl. No. Category
1 Yes
2 No
49. Credit rating with name of CRA and date of credit rating:
a) Current rating (if rated by multiple CRAs, include all such ratings):
Name Date of Date of Verification status
Credit Rating Date of
of the credit rating of CRAs (verified/
rating outlook verification
CRA rating change not verified)
b) Earlier rating and date of rating (if any):
Name Credit Rating Date Verification Rating action Date of
of the rating outlook of status of CRAs (new, upgrade, verification
CRA credit (verified/ not downgrade,
rating verified) reaffirm)
50. Redemption date/ last conversion date (if convertible):
51. Redemption type (relevant option may be selected (√)):
Sl. No. Category
1 Full redemption
Page 147 of 215
2 Partial redemption (including details, if redemption is due to exercise
of call or put option)
a) By face value redemption
b) By quantity redemption
52. Details of Partial Redemption:
Partial Face value/ If redemption is based on quantity
Sl.
redemption quantity (specify whether on lot basis or pro-rata
No.
dates redemption basis)
53. Redemption premium details (if any):
54. Maturity type (please specify) (relevant option may be selected (√)):
Sl. No. Category
1 Fixed maturity
2 Fixed maturity with call feature
3 Fixed maturity with put feature
4 Fixed maturity with call and put feature
5 Amortization plan
6 Amortization plan with call feature
7 Amortization plan with put feature
8 Amortization plan with call & put
9 Perpetual
10 Perpetual with call
11 Perpetual with put
12 Extendible
13 Others
55. Default history information:
Whether there have been any defaults/ delays in servicing any other debt security
issued by the issuer? If yes, details thereof:
Verification
Due date of Actual
Nature status of
Issue interest/ payment date Default Date of
ISIN of the debenture
size redemption details details verification
issue trustee
(DD/MM/YYYY) (DD/MM/YYYY)
(yes/ no)
Page 148 of 215
56. “Shelf prospectus/ Information Memorandum/ Offer Documents/ Tranches/ Series”
hyperlink (downloadable) or hyperlink to stock exchange(s) website:
57. Cash flow schedule36 regarding payment of interest/ dividend/ redemption in the
centralized corporate bond database at the time of activation of ISIN in the following
format:
Sr. No. Particulars Due Date Payment date as
per day count
convention
1 Payment of XXX XX
interest/ dividend/
redemption
In case of any change in the information pertaining to cash flow regarding interest/
dividend/ redemption during the tenure of the securities, the same shall be updated
within one working day in the centralized corporate bond database.37
36 Provision is applicable with effect from August 18, 2025 and is applicable for prospective issuances of debt securities
and for the residual maturity of the ISINs that are already listed.
37 Inserted/substituted (as applicable) with the issuance of Circular dated May 13, 2025
Page 149 of 215
Annexure - XIV-B
List of data fields to be submitted by issuer to stock exchanges on a periodical basis
(once a year) and/or ‘as and when’ basis (event based)
1. Listing Details:
Sl. ISIN Allotment Listing Listing First issue/ further Exchange
No. date date quantity issue
(In case of restructuring of ISIN, the old ISIN may be marked as ‘restructured’ or the
restructured ISIN may suitably be flagged for easy identification. Furthermore, in case of
partly paid non-convertible debentures as and when ISIN has been changed due to
increase in face value, it should be updated regularly in the centralised data base.
Reissuances or further issuance under same ISIN nomenclature with specific amount for
the said reissuance or further issuance should be reflected separately.)
2. A hyperlink of ‘Listing Notification by stock exchange’ [final approval] hyperlink
(downloadable):
3. Details of record date:
Sl. ISIN Record Interest/ redemption Date of payment of interest/
No. date redemption
4. Details of credit rating:
a) Current rating details:
ISIN Nam Credit Outl Rating action Date of Verification Date of
e of rating ook (new, upgrade, credit status of CRAs verifica
the downgrade, rating (verified/ not tion
CRA reaffirm) verified)
b) Earlier rating details:
ISIN Name Credit Outlook Rating Date Verification Date of
of the rating action (new, of status of CRAs verification
CRA upgrade, credit (verified/ not
downgrade, rating verified)
reaffirm)
Page 150 of 215
5. Payment Status:
a) Whether Interest payment/ redemption payment made (yes/ no):
b) Details of interest payments:
Sl. No. Particulars Details
1 ISIN
2 Issue size
3 Interest Amount to be paid on due date
4 Frequency - quarterly/ monthly
5 Change in frequency of payment (if any)
6 Details of such change
7 Interest payment record date
8 Due date for interest payment (DD/MM/YYYY)
9 Actual date for interest payment (DD/MM/YYYY)
10 Amount of interest paid
11 Date of last interest payment
12 Reason for non-payment/ delay in payment
c) Details of redemption payments:
Sl. No. Particulars Details
1 ISIN
2 Type of redemption (full/ partial)
3 If partial redemption, then
a. By face value redemption
b. By quantity redemption
4 If redemption is based on quantity, specify, whether on:
a. Lot basis
b. Pro-rata basis
5 Reason for redemption (call, put, premature redemption, maturity,
buyback, conversion, others (if any))
6 Redemption date due to put option (if any)
7 Redemption date due to call option (if any)
8 Quantity redeemed (no. of NCDs)
9 Due date for redemption/ maturity
10 Actual date for redemption (DD/MM/YYYY)
11 Amount redeemed
12 Outstanding amount (Rs.)
13 Date of last Interest payment
Page 151 of 215
6. Default history information: Have there been any defaults/ delays in servicing any other
debt security issued by the issuer? If yes, details thereof:
Due date of Actual
Nature Verification status Date of
Issue interest/ payment date Default
of the of debenture verifica
size redemption details details
issue trustee (yes/ no) tion
(dd/mm/yyyy) (dd/mm/yyyy)
Page 152 of 215
Annexure - XIV-C
Timelines for update of information by various parties:
Sl. Activity
Responsibility Remarks
No.
Providing details as per Annexure - XIV-A
At the time of applying
1 to depository for the instruments being Issuer
for ISIN.
issued
Within one working day
Providing details as per Annexure - XIV-B
2 Issuer of the of the change in
to stock exchanges
such details.
Updating the database with details received
Stock
3 by stock exchanges as per Annexure - XIV- On a daily basis.
Exchanges
B
Providing details regarding any This information shall be
variation/changes in the details provided by provided by issuers
4 Issuer
them to Depository other than the data within seven days of the
fields in Annexure - XIV-B change in such details.
Providing the requisite infrastructure and
hosting the database based on the
5 Depositories On a daily basis.
information provided by issuers and other
information providers
Information shall be
Synchronization of the database of Depositories
6 synchronized on a daily
depositories
basis.
Within three working
Sharing of information received by the
7 Depositories days from the date of
depository with other depository for hosting
receipt of information.
Information of extinguishment of debt
8 Depositories Within one working day.
securities to stock exchanges
Verification and updating of subsequent
Within one working day
9 rating migrations information in the CRAs
from the press release.
database
Verification and updating of default history
Within seven days of
10 information about the instrument/ issuer, as DTs
knowledge of default.
applicable in the database
In case of any variation,
Verification of initial rating information
CRAs update the same
11 provided by the Issuer in respect of the CRAs
within three working
ISINs for the instruments.
days.
Page 153 of 215
Chapter XV – Reporting of primary issuances
Disclosure by issuers of non-convertible securities on private placement basis:
1. Issuers, who have made private placements of non-convertible securities and for whom
accessing the EBP platform is not mandatory, shall upload details of such private
placements as per format given at Annexure – XV-A. The said information has to be
uploaded with any one of the EBPs within one working day of allotment of securities.
Daily and monthly reports on primary market issuance by stock exchanges and
depositories:
2. EBPs shall update on their websites, details of issuances done through the EBP platform
at the end of the day after the acceptance of the bid by the issuer in the format at
Annexure - XV-B.
3. Stock exchanges and depositories shall maintain a primary market data repository on
their website as per the format as enclosed at Annexure - XV-C wherein details of all
type of primary issuances (Public/ EBP/ Non-EBP) of listed debt securities shall be
displayed on a daily basis.
Page 154 of 215
Annexure - XV-A
Details of allotment in private placement:
Details of Investors to whom allotment has been made
Name QIB/ Non- Category i.e. Scheduled Commercial Banks, MF, Amount
QIB Insurance Company, Pension Fund, Provident Fund, invested in
FPI, PFI, Corporate, Others. Rs. crore
Annexure - XV-B
Data related to EBP:
Annexure - XV-C
Primary Market Repository:
*Issue size = Total number of bonds issued * face value
Page 155 of 215
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Chapter XVI – Reporting of trades
[See Regulation 21 of SEBI NCS Regulations, 2021 and Regulations 38 and 38H of SEBI
SDI Regulations, 2008]
1. Reporting and clearing of trades in non-convertible securities:
1.1. All OTC trades in non-convertible securities shall be reported only on any one of the
reporting platforms provided in the debt segment of stock exchanges viz. NSE, BSE
and MSEI within fifteen minutes of the trade.
1.2. All regulated entities, listed corporates, “Institutional Investors” as defined under
SEBI ICDR Regulations, 2018, all India financial institutions and any other entity as
allowed by stock exchanges from time to time may use the RFQ platform of stock
exchanges for interaction amongst the market participants to negotiate transactions
amongst themselves, where an initiator may request other participants for a quote.
1.3. The reporting of OTC trades in non-convertible securities shall be made by all
person(s) dealing in such securities irrespective of whether they are SEBI registered
intermediaries or otherwise, as per below mentioned format:
1.4. Mutual funds, while reporting their trades in such securities shall also report their
inter-scheme transfers on the reporting platform of exchanges. The mutual funds, or
the brokers/ intermediaries acting on their behalf shall ensure that inter-scheme
transfers are indicated separately while reporting the same.
1.5. All trades in non-convertible securities shall necessarily be cleared and settled either
through NSCCL or ICCL or MCCIL.
2. Reporting and clearing of trades in SDIs:
2.1. All trades in SDI (listed or unlisted) by mutual funds, foreign institutional investors/
sub-accounts/ qualified foreign investors/ foreign portfolio investors, alternative
Page 156 of 215
investment funds, foreign venture capital investors and portfolio managers and RBI
regulated entities shall be reported on any one of the trade reporting platforms of
either NSE, BSE or MSE within fifteen minutes of the trade. The reporting of a trade
must be done by the buyer and the seller on the same platform to ensure matching
of both sides of the trades.
2.2. To provide transparency and efficient pricing of SDI, the reporting platforms shall
provide continuous data pertaining to SDI, comprising of issuer name, ISIN number,
face value, maturity date, current coupon, last price reported, last amount reported,
last yield (annualized) reported, weighted average yield/ price, total amount reported
and rating of SDI. The stock exchanges shall also provide on its website offer
document/ continuous disclosures, if any, relating to the SDI traded and such other
additional information pertaining to the trade/ reporting.
2.3. All trades in SDI (listed or unlisted) done between specified entities namely, mutual
funds, foreign institutional investors/ sub-accounts/ qualified foreign investors/
foreign portfolio investors, alternative investment funds, foreign venture capital
investors and portfolio managers and RBI regulated entities, as specified by RBI,
shall necessarily be cleared and settled through NSCCL or ICCL or MCCIL.
2.4. Specified entities shall ensure that their systems and processes are adequate for
implementation of the provisions of this circular.
3. Reporting and clearing of trades in CPs or CDs:
3.1. All SEBI regulated entities shall report their OTC transactions in CPs and CDs on the
FIMMDA reporting platform within 15 minutes of the trade for online dissemination of
market information as per detailed guidelines issued by FIMMDA.
3.2. All SEBI regulated entities shall settle their OTC trades in CDs and CPs on the lines
of already existing process for settlement of OTC trades in non-convertible securities,
through NSCCL, ICCL and MCCIL.
4. Reporting of trades by both seller and buyer:
Trades reported on the stock exchange reporting platform shall be confirmed by both
buyer and seller (excluding FPIs). The stock exchanges shall provide a mechanism on
the reporting platform for such mandatory confirmation.
5. Availability of RFQ platform and reporting platform:
5.1. The RFQ platform of stock exchanges shall be available from 9 AM to 5 PM on all
working days. Stock exchanges shall ensure that the norms are harmonious between
them.
Page 157 of 215
5.2. All reporting platforms of stock exchanges shall be operational from 9 AM to 5:15 PM
or as may be prescribed from time to time.
5.3. All trades that take place after 5 PM on the day of the trade shall be reported between
9 AM to 9:15 AM the next day.
6. Other obligations:
6.1. There shall be no shut period during which trades/ transfers are restricted for
payment of interest or part redemptions. For other corporate actions such as
redemptions/ put-call options, issuers may choose to specify a shut period.
6.2. Stock exchanges shall coordinate among themselves to ensure that the information
reported with them is aggregated, checked for redundancy and disseminated on their
website in a homogenous manner. The reporting may be made to either platform of
BSE or NSE but not to both for the same transaction. Although, reporting may be
done at either of the exchange platforms, BSE and NSE shall ensure that all the
relevant details are disseminated by both the stock exchanges on their websites and
that there is no segregation of data between the exchanges on the basis of its
reporting origin.
6.3. Trade repository hosted by stock exchanges and depositories shall have appropriate
link/ URL for an ISIN to the Centralised Database. Stock exchanges and depositories
shall put in place a mechanism to enable the same.
6.4. The format to display reported trades and trades executed through RFQ platform on
real time basis by stock exchanges is as under:
Table 1: Trade and Settlement data of debt securities
*Deal Type: Direct - Deals among participants done directly and reported by participants; Brokered -
deals done/ transacted through broker and reported by participants;
IST – Inter-Scheme Transfers - Deals within schemes of same mutual fund/ Insurance Company;
#Yield Type: The dealer/ user calculate yield and select the type at the time of reporting;
^Settlement status will be updated at EOD.
6.5. Further, the details of each individual trade occurred in that particular ISIN shall also
be made available as a dropdown at ISIN level.
Page 158 of 215
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6.6. To capture data from all the platforms on which the trades of debt securities takes
place, stock exchanges shall provide trades in debt securities across stock
exchanges summarized on the basis of ISIN on daily basis in the following format:
Table 2: Secondary Market Repository
(Separate table for OTC including RFQ and capital market segment)
*Traded Value - Face value for OTC and traded value in case of cash segment;
6.7. Stock exchanges may share the listing file between them on daily basis.
6.8. All transactions cleared and settled in terms of this circular will be subject to such
norms as may be specified by NSCCL, ICCL and MCCIL.
6.9. Stock Exchanges shall monitor the compliance of the provisions of this chapter and
bring to the notice of SEBI, periodically, discrepancies in reporting of OTC trades by
investors.
Page 159 of 215
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Chapter XVII - Listing of Commercial Paper
[See Chapter VI of SEBI NCS Regulations, 2021]
PART I: If an issuer has already filed a General Information Document under
Regulation 50A(1) of SEBI NCS Regulations, 2021 for issue of non-convertible
securities with a Stock Exchange during a year, which is valid as on date of filing
application with a Stock Exchange for listing Commercial Paper, then the issuer shall
forward an application for listing along with following disclosures to the concerned
stock exchange(s):
1. Details of current tranche including ISIN, amount, date of issue, maturity, all credit ratings
including unaccepted ratings, date of rating, name of credit rating agency, its validity
period, declaration that the rating is valid as at the date of issuance and listing, details of
issuing and paying agent and other conditions, if any.
2. Commercial Paper borrowing limit, supporting board resolution for Commercial Paper
borrowing, details of Commercial Paper issued during the last 2 years.
3. End-use of funds.
a. Credit support/ enhancement (if any):
b. Details of instrument, amount, guarantor company;
c. Copy of the executed guarantee;
d. Net worth of the guarantor company;
e. Names of companies to which guarantor has issued similar guarantee;
f. Extent of the guarantee offered by the guarantor company; and
g. Conditions under which the guarantee will be invoked.
Page 160 of 215
PART II: Issuers who desire to list CP but not covered in Part I above shall forward an
application for listing along with following disclosures to the concerned stock
exchange(s).
Disclosures to be provided along with the application for listing:
1. Details pertaining to the issuer:
1.1. Details of the issuer:
a) Name, address, CIN and PAN;
b) Line of business;
c) Chief executive (Managing Director/ President/ CEO/ CFO); and
d) Group affiliation (if any).
1.2. Details of the directors:
Table 1: Format for details of directors
Sl. Name, designation Director List of other
Age Address
No. and DIN since directorships
1.3. Details of change in directors in last three financial years including change, if any, in
the current year:
Table 2: Details of change in directors
Name, Date of Date of cessation Remarks/
Sl.
designation appointment/ (in case of reasons
No.
and DIN resignation resignation) for change
1.4. List of top 10 holders of equity shares of the company as on the latest quarter end:
Table 3: Details of equity share holders
Sl. Name and category Total no. of No of shares in Total shareholding as % of
No. of shareholder equity shares demat form total no. of equity shares
Page 161 of 215
1.5. Details of the statutory auditor:
Table 4: Details of statutory auditor
Name and Date of appointment Remarks (viz. reasons for change
address etc.)
1.6. Details of the change in statutory auditors in last three financial years including any
change in the current year:
Table 5: Details of change in statutory auditors
Date of Director of cessation Remarks (viz.
Sl. Name and
appointment/ (in case of reasons for change
No. address
resignation resignation) etc.)
1.7. List of top 10 NCD holders (as on …….):
Table 6: Details of top NCD holders
Category Face value NCD holding % as a percentage of
Sl. Name of
of NCD of NCD total NCD outstanding of the
No. NCD holder
holder holding issuer
1.8. List of top 10 CP holders (as on …….):
Table 7: Details of top CP holders
Category Face value
Sl. Name of of CP of CP CP holding % as a percentage of
No. CP holder holder holding total CP outstanding of the issuer
2. Material Information:
2.1. Details of all default(s) and/ or delay in payments of interest and principal of CPs,
(including technical delay), debt securities, term loans, external commercial
borrowings and other financial indebtedness including corporate guarantee issued in
the past 5 financial years including in the current financial year.
Page 162 of 215
2.2. Ongoing and/ or outstanding material litigation and regulatory strictures, if any.
2.3. Any material event/ development having implications on the financials/ credit quality
including any material regulatory proceedings against the issuer/ promoters, tax
litigations resulting in material liabilities, corporate restructuring event which may
affect the issue or the investor’s decision to invest/ continue to invest in the CP.
3. Details of borrowings of the company, as on the latest quarter end:
3.1. Details of debt securities and CPs:
Table 8: Details of debt securities and CPs
3.2. Details of secured/ unsecured loan facilities/ bank fund based facilities/ rest of the
borrowing (if any, including hybrid debt like foreign currency convertible bonds
(FCCB), optionally convertible debentures/ preference shares) from banks or
financial institutions or financial creditor, as on last quarter end:
Table 9: Details of loan facilities, bank fund based facilities, other borrowings, etc.
Lender’s Principal Repaym Security, Credit
Nature of Amount Asset
Name/ amount ent date/ if rating, if
facility/ sanction classific
Name of outstandi schedul applicab applicab
Instrument ed ation
the Bank ng e le le
3.3. The amount of corporate guarantee or letter of comfort issued by the issuer along
with name of the counterparty (like name of the subsidiary, JV entity, group company,
etc.) on behalf of whom it has been issued, contingent liability including DSRA
guarantees/ any put option etc.
4. Issue Information:
4.1. Details of current tranche including ISIN, amount, date of issue, maturity, all credit
ratings including unaccepted ratings, date of rating, name of credit rating agency, its
validity period, declaration that the rating is valid as at the date of issuance and listing,
details of issuing and paying agent and other conditions, if any.
Page 163 of 215
S e r ie s IS IN
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4.2. CP borrowing limit, supporting board resolution for CP borrowing, details of CP
issued during the last 15 months.
4.3. End-use of funds.
4.4. Credit support/ enhancement (if any):
a) Details of instrument, amount, guarantor company;
b) Copy of the executed guarantee;
c) Net worth of the guarantor company;
d) Names of companies to which guarantor has issued similar guarantee;
e) Extent of the guarantee offered by the guarantor company; and
f) Conditions under which the guarantee will be invoked.
5. Financial Information:
5.1. Audited/ limited review half yearly consolidated and standalone financial
information:
a. Audited/ limited review half yearly consolidated (wherever available) and
standalone financial information (Profit & Loss statement, Balance Sheet and
Cash Flow statement) along with auditor qualifications, if any, for last three years
along with latest available financial results, if the issuer has been in existence for
a period of three years and above; or,
b. Audited/ limited review half yearly consolidated (wherever available) and
standalone financial information (Profit & Loss statement, Balance Sheet and
Cash Flow statement) along with auditor qualifications, if any, pertaining to the
years of existence, if the issuer has been in existence for less than three years.
5.2. Latest audited financials should not be older than six months from the date of
application for listing.
5.3. Provided that listed issuers (who have already listed their specified securities and/ or
NCDs and/ or NCRPS) who are in compliance with SEBI LODR Regulations, 2015,
and/ or issuers (who have outstanding listed CPs) who are in compliance with the
continuous listing conditions mentioned at paragraphs 7-10 below, may file
unaudited financials with limited review for the stub period in the current year, subject
to making necessary disclosures in this regard including risk factors.
Page 164 of 215
5.4. Latest available limited review quarterly financial results in case an issuer is not
having any listed specified securities and is required to prepare such results on
quarterly basis for consolidation of financial results of its holding company, under the
requirement of any applicable law(s).
6. ALM disclosures:
6.1. NBFCs/ HFCs seeking to list their CPs shall also make disclosures as specified in
Chapter III of this circular.
6.2. On approval of the listing application by the concerned stock exchange(s), the
disclosures so provided along with the application for listing, shall be made available
on the website of the concerned stock exchange(s).
PART III: Post listing, the issuer shall make the following disclosures during the
tenure of the CP(s) to the concerned stock exchange(s), which in turn shall
disseminate the same on its website.
Continuous disclosure requirements for listed CPs:
7. Financial results:
7.1. Issuers who have listed their specified securities under Chapter IV of SEBI LODR
Regulations, 2015 and also have outstanding listed CPs shall prepare and submit
financial results in terms of regulation 33 of SEBI LODR Regulations, 2015 and
additional line items as required under regulation 52(4) of SEBI LODR Regulations,
2015.
7.2. Issuers who have listed NCDs, NCRPS’ or both under Chapter V of SEBI LODR
Regulations, 2015 and also have outstanding listed CPs or who only have
outstanding listed CPs shall prepare and submit financial results in terms of
regulation 52 of SEBI LODR Regulations, 2015.
However, if an issuer is required to prepare financial results for the purpose of
consolidated financial results of its parent company in terms of regulation 33 of SEBI
LODR Regulations, 2015, such issuers shall submit financial results in terms of
paragraph 5 above or shall submit quarterly financial results that have been
prepared for the purpose of consolidation of their parent company.
8. Material events or Information: The issuer shall disclose the following details to the
stock exchange(s) as soon as possible but not later than 24 hours from the occurrence
of event (or) information:
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8.1. Details such as expected default/ delay/ default in timely fulfilment of its payment
obligations for any of the debt instrument;
8.2. Any action that shall affect adversely, fulfilment of its payment obligations in respect
of CPs;
8.3. Any revision in the credit rating;
8.4. A certificate confirming fulfilment of its payment obligations, within one working
day of payment becoming due.38
9. Issuers who are NBFCs/ HFCs, shall simultaneously submit to stock exchanges, latest
Asset Liability Management statements as and when they submit the same to RBI.
10. A certificate from the CEO/ CFO to the recognized stock exchange(s) on quarterly basis
certifying that CP proceeds are used for disclosed purposes, and adherence to other
listing conditions, as specified in this chapter.
11. The stock exchange(s) shall put in place a framework for imposition of fine, in case of
non-compliance and/ or inappropriate disclosures by issuers.
38 Substituted with the issuance of Circular dated September06, 2024. Prior to its substitution, clause 8.4 read as under:
“A certificate confirming fulfilment of its payment obligations, within 2 days of payment becoming due.”
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Chapter XVIII – Additional interest for non-payment of interest/ redemption
[See Regulations 20 and 23(1) of SEBI NCS Regulations, 2021]
1. In case of default (including delay) in payment of interest and/ or redemption of principal
on the due dates for debt securities issued on private placement or public issue,
additional interest of at least @ 2% p.a. over the coupon rate shall be payable by the
issuer for the defaulting period.
2. In case of default (including delay) in payment of dividend and/ or redemption of principal
on the due dates for NCRPS issued on private placement or public issue, additional
dividend of at least @ 2% p.a. over the rate of dividend shall be payable by the issuer for
the defaulting period.
Page 167 of 215
Chapter XIX – Publishing Investor Charter and Disclosure of Complaints by
Merchant Bankers on their Websites
1. Investor Charter is a brief document containing details of services provided to investors,
their rights, dos and don’ts, responsibilities, investor grievance handling mechanism and
timelines thereof etc., at one single place, in a lucid language, for ease of reference.
2. All registered Merchant Bankers are advised to disclose on their websites, the Investor
Charter for each of the below mentioned categories, as provided at Annexure - XIX - A
to this circular:
a. Public issue of debt securities;
b. Public issue of non-convertible redeemable preference shares; and
c. Private placement of debt securities and non-convertible redeemable preference
shares.
3. Additionally, in order to bring about further transparency in the investor grievance redress
mechanism, all registered Merchant Bankers shall also disclose on their respective
websites, data on complaints received against them or against issues dealt by them and
redressal status thereof, latest by the seventh day of the succeeding month, as per the
format enclosed at Annexure - XIX - B to this circular.
4. These disclosure requirements are in addition to the existing requirements pertaining to
the investor grievance handling mechanism, under various Regulations, circulars and
directions, issued by SEBI and/ or stock exchanges.
5. The provisions of this chapter came into effect from January 01, 2022.
Page 168 of 215
Annexure - XIX - A
INVESTOR CHARTER- PUBLIC ISSUE OF DEBT SECURITIES
VISION STATEMENT:
To continuously earn trust of investors and emerge as a solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment
decision.
DESCRIPTION OF ACTIVITIES/ BUSINESS OF THE ENTITY:
DETAILS OF SERVICES PROVIDED TO INVESTORS – PUBLIC ISSUE:
1. Upload Draft Offer Document on stock exchange/ lead manager/ SEBI/ Issuer’s
website. Invite public comments within seven working days therefrom.
2. Upload the application form and the abridged prospectus on the lead managers’
website.
3. Ensure material contracts and documents are available for inspection as per details
in the offer document.
4. Issuer to publish a statutory advertisement, on or before the issue opening date in
accordance with SEBI (Issue and Listing of Non-convertible Securities) Regulations,
2021 (NCS Regulations).
5. Issuer and stock exchange(s) to disseminate all information and reports including
compliance reports by placing them on their websites.
6. Material developments relating to the issue up to the commencement of listing and
trading shall be publicly disseminated through public notices/ advertisements.
7. Investors can request for a copy of the offer document and/ or application form and
the same shall be provided by the issuer/ lead manager(s).
8. Listing and the commencement of trading on the stock exchanges shall be within
six working days of the offer closing date or such other time as may be prescribed
by SEBI.
9. Disclose on lead managers’ websites - Track record of the performance of the public
issues managed by it, for a period of three financial years from the date of listing for
each public issue.
10. Disclose the entire process of basis of allotment in the final offer document.
Page 169 of 215
11. Debenture trustees to ensure independent assessment and diligence for the
security offered for the proposed issue and also ensure dissemination of information
as per the NCS Regulations.
12. Issuer can roll-over the debt securities by providing notice and publicly
disseminating such information as per the applicable regulations.
13. Issuer to promptly inform the stock exchange(s) all information bearing on its
performance/ operation, price sensitive information or any action that shall affect
payment of interest/ coupon or redemption of the debt securities.
TIMELINES
Sr. Timeline for which Information where
Activity
No. activity takes place available
1 Filing of draft offer 0 Websites of stock
document by exchanges, lead manager,
company for public issuer and SEBI.
comments
2 Receipt of public Seven working days -
comments on offer from draft offer
document document filing.
3 Statutory On or before the Issue Newspaper advertisement
advertisement opening date.
4 Issue opening date On or after statutory Final offer document
advertisement. available on websites of
stock exchanges, lead
manager, issuer and SEBI .
5 Availability of Till issue closure date Websites of stock exchanges
application forms and lead manager.
with abridged
prospectus
6 Display of total Issue opening date till Updated on websites of
demand in the issue issue closure date. stock exchanges.
7 Commencement of On or before six Final offer document
trading – pubic issue working days from available on websites of
Issue closure date stock exchanges, lead
manager, issuer and SEBI.
8 Unblocking ASBA Within five working In case of delay the issuer
Accounts days shall pay interest at the rate
of 15% per annum (Reg.
35(2) of NCS Regulations).
9 Allotment status and Completion of basis of By email/ post/ SMS
allotment advice allotment.
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10 Track record of Listing date Lead manager's website
public issue
RIGHTS OF INVESTORS:
1. Investors can request for a copy of the offer document and/ or application form and
the same shall be provided by the issuer/ lead manager(s).
2. Multiple applications can be bided through a single PAN and re-categorization is
also done basis PAN clubbing and total bid amount.
3. Option to modify the bid except for modification of either DP Id/ Client ID or PAN Id
but not both.
4. Modification to the bid details to be undertaken by approaching the respective
intermediary. Facility of re-initiation/ resend of UPI mandate shall be available only
on bid entry day up to 5:00 pm.
5. Investor can withdraw his/ her application prior to the issue closing date. Post issue
closure, the same can be done by submitting a withdrawal request to the Registrar
to the Issue prior to the finalization of the basis of allotment.
6. The investor shall be compensated for delay in allotment, demat credit and refunds,
unblocking of funds/ refunds, beyond the time limit as may be prescribed under
applicable statutory and/ or regulatory requirements.
7. An investor can submit the bid-cum-application form through the App or web
interface developed by stock exchanges.
8. Investors get email and SMS messages w.r.t. allotment status. Allotment advice is
sent through email/ physical to successful allottees post completion of allotment.
9. Right to attend meetings as and when such meetings are called by the debenture
trustees.
10. Right of free transferability and nomination subject to applicable laws and
regulations.
11. Such other rights, as may be available to the holder of debt securities under the
Companies Act, the Listing Regulations and the Articles of Association of the
Company and other applicable laws.
DOs AND DON’Ts FOR INVESTORS:
(for complete dos and don’ts, may refer to offer document)
DOs:
1. Check the eligibility to apply as per the terms of the offer document and applicable
laws, including Indian Contract Act, 1872.
2. Read all the instructions carefully and complete the application form.
3. Submission of bids – only ASBA (by either writing their bank account numbers and
authorising the banks to make payment in case of allotment by signing the
application forms; or mentioning UPI ID in order to block the funds).
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4. Retail individual investors using the UPI Mechanism to ensure that they submit bids
up to the application value of ₹2,00,000 (or as stipulated by SEBI).
5. Ensure availability of sufficient funds in the ASBA Account before submitting the
application form.
6. Read all the instructions carefully and complete the bid- cum-application form, as
the case may be, in the prescribed form.
7. Ensure that application form is submitted to the designated intermediary, before the
closure of application hours on the issue closing date.
8. For joint applications, ensure that the beneficiary account is held in the names of
the same applicants and such names are in the same sequence in which they
appear in the application form.
9. Ensure an acknowledgement slip is collected as proof.
10. Obtain all the necessary approvals from the relevant statutory and/ or regulatory
authorities before applying.
11. Ensure that the application form is signed by the ASBA account holder in case the
investor is not the account holder.
12. Ensure that the bidder’s depository account is active, the correct DP ID, Client ID,
PAN, UPI ID, as applicable, are mentioned in the bid-cum-application form.
13. Ensure that the application form bears the stamp of the relevant designated
intermediary(ies) to whom it is submitted.
14. Tick the relevant column "Category of Investor" and option/ series of debt securities
in the application form.
15. Guardians applying for minor applicants need to mention the PAN of the minor.
Don’ts:
1. Do not apply for lower than the minimum application size.
2. Do not pay the application amount in cash, by money order, postal order or by stock
invest.
3. Do not apply or submit the bid for an amount more than the funds available in your
ASBA account or than the applicable investment limit.
4. Do not submit a bid using UPI ID, if you are not a retail individual investor.
5. Do not bid through an incorrect UPI handle or using a bank account of a SCSB and/
or mobile applications not mentioned in the SEBI list.
6. Do not submit more than five application forms per ASBA Account.
7. Do not use any third-party bank account or third-party linked bank account UPI ID.
8. Do not submit the application form without inserting date of birth for first/ sole
applicant.
9. Do not submit application without an Indian registered address for the investor.
10. Do not submit applications made by an investor who is ineligible as per relevant
regulatory guidelines, as mentioned in the offer document.
11. Investors should not submit applications seeking allotment in dematerialized form
whose demat accounts have been 'suspended for credit'.
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12. Do not submit applications to the designated intermediaries at centers other than
those mentioned in the application form.
INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer
to Offer Documents)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com;
www.msei.in)
 SEBI (www.scores.gov.in)
 Merchant Banker Registrar to Issue/Offer
(as applicable)
(Mainly for bidding/ post issue/
allotment related grievances)
(for email ID refer to Offer
Document)
(for email ID refer to Offer Document)
SCSBs
Sponsor Bank
(Blocking/ Unblocking related
(UPI Bid related grievances)
grievances)
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES:
Best efforts should be undertaken by lead manager (LM) to resolve the grievances
within T+30 days. A desirable indicative timeline is as follows:
Sr. Activity No. of
No calendar
. days
1 Investor grievance received by the lead manager T
2 Lead Manager to the offer to identify the concerned T+1
intermediary and endeavour to forward the grievance to the
concerned intermediary/ies on T day itself
3 The concerned intermediary/ies to respond to the lead X
manager with an acceptable reply/ proof of resolution
Page 173 of 215
5 Lead manager, the concerned intermediary/ies and the Between T
investor shall exchange between themselves additional and X
information related to the grievance, wherever required.
4 LM to reply to the investor with the reply/ proof of resolution X+3
NATURE OF INVESTOR GRIEVANCES FOR WHICH THE AFORESAID TIMELINE
IS APPLICABLE:
1. Delay in unblocking of funds.
2. Non allotment/ partial allotment of non-convertible debt securities.
3. Non receipt of non-convertible debt securities in demat account.
4. Amount blocked but application not bid.
5. Non-receipt of interest/ coupon/ redemption amount.
6. Application bid but amount not blocked.
7. Any other nature as may be informed from time to time.
MODE OF RECEIPT OF INVESTOR GRIEVANCE:
The following modes of receipt will be considered valid for processing the grievances
in the timelines discussed above
1. Letter/ email from the investor addressed to the lead manager at its address/ email
id, mentioned in the offer document, detailing nature of grievance, details of
application, details of bank account, date of application etc.
2. On the SCORES mechanism.
NATURE OF ENQUIRIES FOR WHICH THE LEAD MANAGER SHALL BE
RESPOND TO/ ESCALATED PROMPTLY:
1. Availability of application form.
2. Availability of offer document.
3. Process for participating in the issue/ mode of payments.
4. List of SCSBs/ syndicate members.
5. Date of issue opening/ closing/ allotment/ listing.
6. Technical setbacks in net-banking services provided by SCSBs/ UPI mechanism.
7. Any other query of similar nature.
RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS):
1. Read and understand offer documents, terms of investment, issue process and
timelines, application form, and issue related literature carefully and fully before
investing.
2. Consult his or her own tax consultant with respect to the specific tax implications.
Page 174 of 215
3. After the company is listed, investors should regularly check for such information on
the stock exchange website regarding all the material developments and material
corporate announcements.
Page 175 of 215
INVESTOR CHARTER - PUBLIC ISSUE OF NON-CONVERTIBLE REDEEMABLE
PREFERENCE SHARES (NCRPS)
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment
decision.
DESCRIPTION OF ACTIVITIES/ BUSINESS OF THE ENTITY:
IPO: Act as Merchant Banker to Issuer
DETAILS OF SERVICES PROVIDED TO INVESTORS:
1. Draft offer document hosted on the website of the issuer, merchant bankers and
the stock exchanges for seeking public comments for a period of seven working
days.
2. Final offer document, abridged prospectus and application form uploaded on the
websites of the lead managers and the issuer for dissemination.
3. Advertisement in a national daily with wide circulation, on or before the issue
opening date containing necessary disclosure as required under regulations.
4. Bidding process through an electronically linked transparent bidding facility
provided by the stock exchange(s).
5. Listing and the commencement of trading of the NCRPS on the stock exchanges
within the timeline as prescribed by SEBI.
6. Disclose on its website, the track record of the performance of the public issues
managed by it.
TIMELINES:
Sr.
No Timeline for which Information where
. Activity activity takes place available/ Remarks
1 Filing of draft offer T Websites of stock exchanges,
document by lead manager, issuer and
company for public SEBI.
comments
Page 176 of 215
2 Receipt of public Seven working days -
comments on offer from DRHP filing.
document
3 Statutory On or before the Issue Newspaper advertisement.
advertisement opening date.
4 Issue opening date On or after statutory Final Offer Document
advertisement. available on websites of stock
exchanges, lead manager,
issuer and SEBI.
5 Availability of Issue opening date till Final offer document available
application forms issue closure date. on websites of stock
exchanges, lead manager,
issuer and SEBI.
6 Total demand in the Issue closure date. Updated on websites of stock
issue exchanges .
Sr.
No
. Timeline for which Information where
Activity activity takes place available/ Remarks
7 Commencement of On or before six Final Offer Document
trading working days from available on websites of stock
Issue closure date. exchanges, lead manager,
issuer and SEBI
8 Unblocking ASBA Within five working In case of delay the issuer
Accounts days. shall pay interest at the rate of
15% per annum (Reg. 35(2) of
NCS).
9 Allotment status and Completion of basis of By email/ post/ SMS.
allotment advice allotment.
10 Track record of IPOs Listing date Lead Manager's website.
RIGHTS OF INVESTORS:
1. Request for a copy of the offer document and/ or application form from the issuer/
lead manager(s).
2. Get email and SMS messages w.r.t. allotment status and allotment advice through
email/ physical to successful allottees post completion of basis of allotment.
3. If allotted NCRPS, all rights as a NCRPS holder (as per offer document).
DOs AND DON’Ts FOR THE INVESTORS:
Page 177 of 215
DOs:
1. Check eligibility in prospectus and applicable laws, rules, regulations, guidelines
and approvals.
2. Read all the instructions carefully and complete the application form in the
prescribed form.
3. Ensure all necessary approvals under applicable laws to participate in the issue
are in place before submitting the application form.
4. Ensure that the DP ID, the Client ID and PAN mentioned in the application form,
entered into the electronic system of the stock exchange are correct and match
with the DP ID, Client ID and PAN available in the depository database; ensure
that the depository account is active.
5. Ensure the ASBA Account number (for all applicants other than UPI Investors
applying using the UPI Mechanism) is mentioned in the application form.
6. Ensure funds equal to the application amount in the ASBA Account or account
used to apply through UPI mechanism is available.
7. Submit application forms at the designated branches of SCSBs or the collection
centres provided in the application forms, bearing the stamp of the relevant
designated intermediary/ designated branch of the SCSB.
DON’Ts:
1. Do not submit application on plain paper or on incomplete or illegible application
forms.
2. Do not apply for lower than the minimum application size.
3. Do not pay the application amount in cash, by cheque, by money order or by postal
order or by stock invest.
4. Do not submit the application form to any non-SCSB bank.
5. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (wherever
applicable) or provide details for a beneficiary account which is suspended or for
which details cannot be verified by the Registrar to the Issue.
6. Do not submit the application form without ensuring that the funds equivalent to
the entire application amount are available for blocking in the relevant ASBA
Account; or in the case of UPI Investors, making application using the UPI
Mechanism, in the UPI-linked bank account where funds for making the application
are available.
Page 178 of 215
INVESTOR GRIEVANCE REDRESS MECHANISM AND HOW TO ACCESS IT:
Investor Complaint
 Issuer (for email ID refer to Offer
Documents)
 SEBI (www.sebi.gov.in)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com; www.msei.com)
Registrar to Issue/ Offer
• Merchant Banker
(Mainly for bidding/ post issue/ allotment
(for email ID refer to Offer
related grievances)
Documents)
(for email ID refer to Offer Document)
• Scores (https://scores.gov.in)
SCSBs Sponsor Bank
• Scores
(Blo(chktintgp/s U:/nsbcloorceksin.gg orevl.ainte)d grievances) (UPI Bid related grievances)
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES:
Best efforts should be undertaken by lead manager to resolve the grievances within
T+30 days. A desirable indicative timeline is as follows:
Sr. Activity No. of
No calendar
. days
1 Investor grievance received by the lead manager T
2 Lead Manager to the offer to identify the concerned T+1
intermediary and it shall be endeavoured to forward the
grievance to the concerned intermediary/ies on T day itself
3 Investor may escalate the pending grievance, if any, to a T+21
senior officer of the lead manager of rank of Vice President or
above
4 The concerned intermediary/ies to respond to the lead X
manager with an acceptable reply
Page 179 of 215
Sr. Activity No. of
No calendar
. days
5 Lead manager, the concerned intermediary/ies and the Between T
investor shall exchange between themselves additional and X
information related to the grievance, wherever required
6 LM to respond to the investor with the reply Upto X+3
NATURE OF INVESTOR GRIEVANCE FOR WHICH THE AFORESAID TIMELINE
IS APPLICABLE:
1. Delay in unblocking of funds.
2. Non allotment/ partial allotment of securities.
3. Non receipt of securities in demat account.
4. Amount blocked but application not bid.
5. Application bid but amount not blocked.
6. Any other grievance as may be informed from time to time.
MODES OF RECEIPT OF INVESTOR GRIEVANCE:
The following modes of receipt will be considered valid for processing the grievances
in the timelines discussed above:
1. Letter/ email from the investor addressed to the lead manager at its address/ e-
mail ID, mentioned in the offer document, detailing nature of grievance, details of
application, details of bank account, date of application, mode of application, etc.
Letter/ email to also contain contact information of the investor (e-mail, address
and valid phone number).
2. On the SCORES mechanism.
NATURE OF ENQUIRIES FOR WHICH LEAD MANAGER SHALL ENDEAVOUR TO
RESOLVE SUCH ENQUIRIES/ QUERIES PROMPTLY DURING THE ISSUE
PERIOD:
1. Availability of application form.
2. Availability of offer document.
3. Process for participating in the issue/ mode of payments.
4. List of SCSBs/ syndicate members.
5. Date of issue opening/ closing/ allotment/ listing.
6. Technical setbacks in net-banking services provided by SCSBs/ UPI mechanism.
7. Any other query of similar nature.
Page 180 of 215
RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS):
1. Investors should read offer documents, application form, and issue related
literature carefully and fully before investing.
2. Investors should fully understand the terms of investment and timelines involved
in the issue process as disclosed in the offer document, application form, and issue
related literature.
3. Investor should consult his or her own tax consultant with respect to the specific
tax implications.
4. Shareholders should ensure to register their correct email ID with the company or
depository for timely updates on corporate actions, takeover, etc.
5. Investors should ensure active demat/ broking account before investing.
Page 181 of 215
INVESTOR CHARTER- PRIVATE PLACEMENT OF NON-CONVERTIBLE
SECURITIES
VISION STATEMENT:
To continuously earn trust of investors and emerge as a solution provider with
integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment
decision.
DESCRIPTION OF ACTIVITIES/ BUSINESS OF THE ENTITY:
Act as Arranger to Private Placement, if appointed by the Issuer;
DETAILS OF SERVICES PROVIDED TO INVESTORS:
1. Issuers disclosure of all covenants of the issue (including side letters, accelerated
payment clause, etc.) in the placement memorandum.
2. Issuers may assist non-QIB Investors to register on the electronic bidding provider
platform as a one-time exercise.
TIMELINES
Sr. Timeline for Information
No Activity which activity where available/
. takes place Remarks
Company to make intimation to the
stock exchange(s) at least two Two days prior to
1 business days prior to the passing of the board Stock exchange
the Board resolution in relation to the resolution.
Issue.
Board resolution for approving the
issuance (shareholder's approval is
not required for private placement of
2 Within 30 minutes Stock exchange
debt if the issuance is within the
borrowing limits under Section
180(1)(c) of the Companies Act).
At least two days
Investor needs to do register on the before the
3 Stock exchange
EBP platform. scheduled date of
bidding.
Page 182 of 215
Companies with issue size of Rs. 100
crore and above will have to register
themselves on the EBP mechanism
of the Stock exchange(s) and the
Two days before
entire process-right from uploading
4 the scheduled Stock exchange
of information memorandum,
date of bidding.
mapping of investors/ arrangers,
bidding, pay-ins, allocation will
happen through the EBP
mechanism.
Issue should
Issue opens and closes remain open for
5 Stock exchange
minimum one
hour.
To conduct committee/ board
Within one hour of
meeting to identify the investors and
6 the closure of -
issue the private placement offer
bidding
letter to the identified investors.
Sr. Timeline for Information
No Activity which activity where available/
. takes place Remarks
To be completed
latest within two
7 Allotment and receipt of funds -
working days of
closure of issue.
To be completed
Filing of listing application and
latest within four
8 obtaining trading approval from the Stock exchange
working days of
stock exchange(s).
closure of issue.
RIGHTS OF INVESTORS:
1. Receive clear, accurate and easy to understand, issue related documents in order
to make a well informed investment decision.
2. Material modification in the structure of debt securities shall be made only after
obtaining the consent of the requisite majority of investors.
3. Right to attend meetings as and when such meetings are called by the debenture
trustees.
4. Right of free transferability, nomination subject to applicable laws and regulations.
5. Such other rights, as may be available to the holder of securities under the
Companies Act, the SEBI Listing Regulations and the Articles of Association of the
Company and other applicable laws.
Page 183 of 215
DOs AND DON’Ts FOR THE INVESTORS:
DOs:
1. Check the eligibility to apply as per the terms of the placement memorandum and
applicable laws, including the Indian Contract Act, 1872.
2. The investor is advised to go through the information memorandum, its terms and
conditions, all types of covenants, clauses pertaining to security, events of
defaults, cross defaults, etc. thoroughly.
3. The applicants should submit the required KYC documents along with the
application form.
4. All applications duly completed and accompanied with necessary documents are
to be submitted to the Company.
5. The subscription amount shall be remitted by way of RTGS/ NEFT to the clearing
corporation account of the exchange.
6. Abide by the terms and conditions of the investment and timelines involved in the
issue process.
7. Ensure accurate update of demographic details with depositories - including the
address, name, investor status, bank account details, PAN, e-mails addresses,
contact details, etc.
8. Ensure active demat/ broking account before investing as securities will be allotted
in dematerialized form.
9. Issuer, debenture trustee and stock exchange(s) to disseminate all information and
reports including compliance reports by placing them on their websites, in case of
debt securities, as applicable under the NCS Regulations.
10. Debenture trustees to ensure independent assessment and diligence for the
security offered for the proposed issue of debt securities.
DON’Ts:
1. Do not pay the application amount in cash, by money order, postal order or by
stock invest.
2. Do not submit application on plain paper or on incomplete or illegible application
forms.
3. Do not apply if your demat account has been 'suspended for credit'.
4. Apart from the dos and don’ts mentioned herein above, investors are required to
read the information memorandum and application form carefully.
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INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer to Information
Memorandum)
 Stock Exchanges (www.nseindia.com;
www.bseindia.com; www.msei.in)
Registrar to Issue/ Offer
Scores (www.scores.gov.in)
(for email ID refer to Information
Memorandum)
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES:
Best efforts will be undertaken by lead manager to resolve the grievance within T+30
days. A desirable indicative timeline is as follows:
Sr. Activity No. of
No calendar
. days
1 Investor grievance received by the Issuer and/ or the RTA T
2 The Issuer and/or the RTA to respond to the investor with an T+10
acceptable reply
3 The Issuer and/or the RTA and the investor shall exchange Between T
between themselves additional information related to the and T+10
grievance, wherever required
4 In case any further coordination / information is required by Up to T+20
Issuer / RTA, final response to the investor should be sent
NOTE:
It is not mandatory for the issuer to appoint a merchant banker or any other entity as
advisor or arranger for the private placement of debt and even if appointed, they are
NOT involved in the entire process of issuance and hence the investors will have to
take up their grievance/s directly with the Company.
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NATURE OF INVESTOR GRIEVANCE FOR WHICH THE AFORESAID TIMELINE
IS APPLICABLE:
1. Non-allocation/ allotment of non-convertible debt securities after payment of
application amount.
2. Non receipt of non-convertible debentures in demat account.
3. Non receipt of interest/ coupon/ redemption amount by the investor.
4. Any other grievance as may be informed from time to time.
MODE OF RECEIPT OF INVESTOR GRIEVANCE:
The following modes of receipt will be considered valid for processing the grievances
in the timelines discussed above
1. Letter/ email from the investor addressed to the issuer and/ or to the RTA at
address/ email ID mentioned in the information/ placement memorandum, detailing
nature of grievance, details of application/ bidding, details of bank account, date of
application/ date of bidding on electronic book mechanism, etc.
2. On the SCORES mechanism.
NATURE OF ENQUIRIES/ QUERIES FOR WHICH THE ISSUER AND/ OR THE RTA
SHALL ENDEAVOUR TO RESOLVE/ ESCALATE PROMPTLY:
1. Process for applying in the private placement of non-convertible debentures and
making payments.
2. Terms of the private placement, allotment methodology, issue period, date of
allotment, date of listing.
3. Any other query of similar nature.
RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS):
1. Pay-in towards the allotment of securities shall be done from the account of the
bidder/ investor.
2. Consult his or her own tax consultant with respect to the specific tax implications.
3. Investors should provide full and accurate information in the application form as
maybe required while making an application and keep records of the same.
4. Investors should ensure active demat/ broking account before investing.
5. Investors need to read all the terms and conditions and disclosures carefully before
investing. Merchant bankers merely act in the capacity of arrangers to the issue.
6. Investor to confirm that it is not declared as willful defaulter as per RBI circular.
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Annexure - XIX - B
Format for investors complaints’ data to be displayed by registered merchant bankers
on their respective websites:
Data for every month ending –
Sr. Received Pending Received Resolved Total Pending Average
No. from as at the during during Pending complaints Resolution
end of particular particular during > 1 month time^
last month month* particular (in days)
month month #
1 Directly from
Investors
2 SEBI
(SCORES)
3 Stock
exchanges
(if relevant)
4 Other
Sources (if
any)
5 Grand Total
Trend of monthly disposal of complaints for the financial year:
Sr. Month Carried Received Resolved Pending at the
No. forward from during during end of
previous particular particular particular
month month month* month#
1 April, YYYY
2 May, YYYY
3 June, YYYY
4 ………
5 March, YYYY
Grand Total
^ Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current month divided by
total number of complaints resolved in the current month.
* Inclusive of complaints of previous months resolved in the current month.
# Inclusive of complaints pending as on the last day of the month.
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Trend of annual (financial year) disposal of complaints (for 3 years on rolling basis):
Sr. Year Carried Received Resolved Pending at the
No. forward from during during end of
previous year particular year particular year particular year
1 2019-20
2 2020-21
3 2021-22
Grand total
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Chapter XX - Bank account details for payment of fees
[See Regulations 13, 51(2) and 57(3) and Clauses 2 and 4 of Schedule VI of SEBI NCS
Regulations, 2021, 22(2) and Clause 2 of Schedule II of SEBI SDI Regulations]
In order to make payment of fees under the NCS Regulations and SDI Regulations, all
issuers, stock exchanges and other entities are advised to follow the below mentioned
procedure:
a. Remit the fees only to the virtual accounts as given below*:
Name of the Bank ICICI Bank Ltd.
IFSC Code I C I C 0 0 0 0 1 0 6
Beneficiary Name Securities and Exchange Board of India
Type of Fees Virtual Account Code
Applicable to the Stock Exchanges
Regulatory Fee – Private Placement of Debt Securities SEBIRCDEBTPRIVPLC
Regulatory Fee – Private Placement of Non-convertible SEBIRCNCRPSPRIVPLC
Redeemable Preference Shares
Regulatory Fee – Private Placement of Commercial Papers SEBIRCCPPRIVPLC
Regulatory Fee – Private Placement of Non-equity SEBIRCNERCPRIVPLC
Regulatory Capital
Applicable to the issuers
Regulatory Fee – Public Issue of Debt Securities SEBIRCDEBTPUBLICPLC
Regulatory Fee – Public Issue of Non-convertible SEBIRCNCRPSPUBLICPLC
Redeemable Preference Shares
Filing Fee – Public Issue of Securitised Debt Instruments SEBIRCSDIPUBLICPLC
Registration Fees – Trustee/ Special Purpose Distinct Entity SEBIRCSPDE
(includes Application/ Registration/ Annual)
Exemption Fees - Under LODR/ NCS SEBIRCEXEMPTFEE
Informal Guidance SEBIRCIG
b. Provide the remittance particulars by email at od-ddhs@sebi.gov.in, immediately after
the remittance is made, in the following format:
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Sl. No. Particulars Remarks
1 Date of remittance
Fees amount
Amount remitted (break-up of fee and GST thereof)
2 GST@18%
(Amount in INR)
Total amount paid
3 Remitter account number
4 Name of the Origin Bank
5 Remitter IFSC code
6 UTR No./ Transaction Reference No.
7 Payment product code (NEFT, RTGS, etc.)
8 Registered name of remitter
9 Registered office address of remitter including State/ UT
10 Email address
Complete address from where the money is being remitted
11
including State/ UT
12 GST Registration Number of Remitter
13 Purpose for which remittance is made
c. Not to transfer or pay the fees though any other means/ mode which would create
reconciliation issues and hence, delay the processing.
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Chapter XXI - Registration and regulatory framework for Online Bond Platform
Providers (OBPPs)
[See Regulation 51A of the SEBI NCS Regulations, 2021]
1. During the past few years, there has been an increase in the number of Online Bond
Platforms (OBPs), offering debt securities (obtained through subscriptions to public
issues/ private placements and through secondary market), to non-institutional investors.
Most of such OBPs are fintech companies or are backed by Stock brokers/ SEBI
registered intermediaries. There has been a significant increase in the number of
registered users who have transacted through such OBPs.
2. While OBPs provide an avenue for investors, particularly non-institutional investors to
access the bond market, their operations were outside SEBI’s regulatory purview.
3. With the bond market offering tremendous scope for development, particularly in the
non-institutional space, there is a need to place checks and balances in the form of
transparency in operations and disclosures to the investors dealing with such OBPs,
measures for mitigation of payment and settlement risk, availability of redress
mechanism in case of complaints, etc.
4. Thus, in order to streamline the operations of these OBPs and to facilitate the
participation of investors in the bond market, there was a need to provide a regulatory
framework for the working of such OBPs.
5. Pursuant to discussions with market participants and stakeholders, vide notification
dated November 09, 2022, a framework has been prescribed for entities operating/
desirous of operating as OBPPs under regulation 51A of the SEBI NCS Regulations,
2021:
5.1. Such entity shall be a company incorporated in India and register itself as a stock
broker in the debt segment of the Stock Exchange(s);
5.2. An entity acting as an Online Bond Platform Provider, shall offer only the following
products or securities or services on its Online Bond Platform:
5.2.1. Listed debt securities, listed municipal debt securities and listed securitised
debt instruments;
5.2.2. Debt securities, municipal debt securities and securitised debt instruments
proposed to be listed through a public offering;
5.2.3. Listed Government Securities, State Development Loans and Treasury Bills;
5.2.4. Listed Sovereign Gold Bonds; and
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5.2.5. Other products or securities or services that are regulated by a financial
sector regulator viz. SEBI, RBI, IRDAI or PFRDA.
In case of the products or securities or services mentioned at 5.2.5 above,
a. they may be offered by the entity either under a different tab on its online
bond platform or on any other website/ platform.
b. they will be governed by the directions / stipulations of the respective
financial sector regulator.
5.3. Restriction of products offered on an Online Bond Platform:
5.3.1. While a few Online Bond Platform Providers have commenced operations,
the following are observed:
(a) Certain Online Bond Platform Providers continue to offer products other
than listed debt securities and debt securities proposed to be listed
through a public offering on their Online Bond platform;
(b) Certain Online Bond Platform Providers are offering unlisted bonds/
other products on a separate platform/ website and have not divested
of such offerings in terms of clause 5.2 of this Chapter; and
(c) Certain Online Bond Platform Providers have a link on the online bond
platform/ website to another platform/ website for transacting in unlisted
bonds/ other products.
5.3.2. The aforesaid practices are not as per the mandate provided in the NCS
Regulations and the OBP circular.
5.3.3. It is reiterated that an entity acting as an Online Bond Platform Provider shall
cease to offer on its Online Bond Platform or any other platform/ website,
products or services not permitted under the clause 5.2 of this Chapter.
5.3.4. It is also reiterated that an entity acting as an Online Bond Platform Provider
shall divest itself of offerings of other products or securities or services which
are not permitted under the clause 5.2 of this Chapter.
5.3.5. A holding company, subsidiary or associate of an Online Bond Platform
Provider or any third party shall not utilize the name/ brand name/ any name
resembling to that of the Online Bond Platform Provider or the Online Bond
Platform for undertaking any activity or offering products/ securities or
services (including offering of unlisted securities) that are not regulated by a
financial sector regulator viz. SEBI, RBI, IRDAI, or PFRDA.
5.3.6. An Online Bond Platform Provider shall not have on its Online Bond Platform
or any other platform/ website, any link or tab to websites/ platforms of its
holding company, subsidiary or associate, undertaking any activity or
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offering products/ securities or services (including offering of unlisted
securities) that are not regulated by a financial sector regulator viz. SEBI,
RBI, IRDAI, or PFRDA.
5.3.7. If the online bond platform or any other platform/ website of the Online Bond
Platform Provider has any link/ tab to websites/ platforms offering products
or securities or services that are regulated by other financial sector
regulators viz. RBI, IRDAI, or PFRDA, then once a user clicks on such tab/
link, the following disclaimer shall be displayed at all times in legible font:
“<Name of the product> is regulated by <RBI/ IRDAI/ PFRDA>”
In case the Online Bond Platform Provider offers products or securities or
services that are regulated by SEBI on its online bond platform or any other
platform/ website, the relevant SEBI regulations as applicable to the product
/ security / service shall apply.
5.3.8. A holding company, subsidiary or associate of an Online Bond Platform
Provider undertaking any activity or offering products/ securities or services
(including offering of unlisted securities) that are not regulated by any
financial sector regulator viz. SEBI, RBI, IRDAI, or PFRDA, shall neither
have access to or receive any information about a user of the Online Bond
Platform nor cross-sell products/ securities or services to a user of the Online
Bond Platform.
5.4. Such entities, in addition to complying with regulation 51A of the SEBI NCS
Regulations, 2021, shall ensure compliance with the requirements specified in
Annexure - XXIA to this circular.
6. An OBPP who fails to comply with any of the provisions of this circular, shall be liable
for action under the SEBI Act and any rules, regulations and circulars issued thereunder.
7. The Stock Exchange(s) are directed to:
7.1. bring the provisions of this circular to the notice of the Stock Brokers and also
disseminate the same on their websites; and
7.2. monitor the operations carried out by an OBPPs.
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Annexure - XXIA
Any entity operating or desirous of operating an Online Bond Platform (OBP)
(hereinafter referred to as the ‘entity’) shall, after obtaining registration as a stock broker
in the debt segment of Stock Exchange(s), apply to a recognized stock exchange to act
as an Online Bond Platform Provider (OBPP) as specified under NCS Regulations. In
its application, the entity shall ensure that the following requirements are met and
confirmations/ undertakings are provided:
1. Roles and obligations:
1.1. The entity has appointed a Company Secretary as a compliance officer.
1.2. The entity has appointed at least two qualified key managerial personnel with
experience of at least three years in the securities market;
Explanation I. – For the purposes of this circular, “Key managerial personnel”
shall have the same meaning as assigned to it in the Companies Act, 2013.
Explanation II. – For the purposes of this circular, a person shall said to be
’qualified’ if he/ she possesses a professional qualification in finance,
accountancy, law, engineering, company secretaryship or management from a
university or an institution recognized by the Central Government or any State
Government or a foreign university or post-graduation in the Securities Market
from National Institute of Securities Markets (NISM) of a duration not less than
one year.
2. Technology: The entity undertakes/ confirms the following:
2.1. The entity owns, operates and maintains robust technology infrastructure with
a high degree of reliability, availability, scalability and security in respect of its
systems, data and network, appropriate to support its operations and manage
the associated risks.
2.2. The entity has adequate and suitable systems in place to disseminate
information pertaining to transactions on a real-time or a near real-time basis.
2.3. The entity has the organizational capabilities, technology and systems and
safeguards for maintaining data privacy and preventing unauthorized sharing of
data.
2.4. The entity shall ensure open access and open architecture to all potential
investors/ sellers on a non-discriminatory and uniform basis.
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3. Operating Framework: The entity undertakes/ confirms the following:
3.1. Access and participation: It shall:
3.1.1. have an objective, fair and transparent criteria for registration of users or
investors or sellers on its OBP;
3.1.2. undertake due diligence at the time of registration of users/ investors/
sellers on its OBP;
3.1.3. establish necessary systems and frame suitable policies, in writing, for
registration of users/ investors/ sellers on the OBP, execution of
transactions and orders, roles and responsibilities of investors and sellers,
risk management and control, liability framework for OBP, investors and
sellers in case of breach of the policies, restrictions or other requirements
that may apply for accessing the OBP;
3.1.4. ensure data governance by making information available regarding, but
not limited to Price, yield, face value, quantity, coupon, date of maturity,
put/call option, copies of the prospectus/ offer documents or any other
related literature or such other information, to its investors and sellers in a
fair and non-discriminatory basis;
3.1.5. ensure data integrity and privacy.
3.2. Agreement with sellers of products or securities or services as specified
in clause 5.2.1 to 5.2.4 of this Chapter: Where the entity allows third party
sellers of products or securities or services as specified in clause 5.2.1 to 5.2.4
of this Chapter, to use the OBP to sell such products or securities or provide
such services, the entity shall, before taking up an assignment of offering of
such products or securities or services on its OBP, enter into an agreement in
writing with such sellers that clearly defines the inter-se relationship and sets
out their mutual rights, liabilities and obligations relating to such assignments.
3.3. Know Your Client (KYC) for on-boarding investors and sellers: The entity
shall comply with Know Your Client (KYC) requirements and verify the identity
of its investors and sellers by requiring them to submit necessary documents
undertaking necessary steps for this purpose.
3.4. Execution of orders: The entity shall ensure that:
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3.4.1. All Orders placed on an Online Bond Platform with respect to securities,
as specified in clause 5.2.1 of this circular shall be mandatorily routed
through the RFQ platform of a recognised Stock Exchange and settled
through the respective Clearing Corporation.
3.4.2. All Orders with respect to securities as specified in clauses 5.2.2 of this
circular shall be routed and settled through a Stock Exchange mechanism.
3.4.3. All Orders with respect to securities as specified in clauses 5.2.3 and 5.2.4
of this circular shall be routed and settled through a Stock Exchange
mechanism, unless otherwise specified by RBI.
3.4.4. All Orders with respect to securities as specified in clause 5.2.5 of this
circular shall be as per the applicable laws and regulations of the
respective financial sector regulators.
3.5. Risk Profiling: The entity may, on its OBP, evaluate through a set of
questionnaires with appropriate risk factors and disclaimers, the optimum level
of investment risk an investor or seller is willing to take, taking into account
multiple factors such as risk appetite, age, investment horizon, etc.
3.6. Issue of order receipt, deal sheet and quote receipt in case products or
services or securities as specified in clause 5.2.1 to 5.2.4 of this Chapter:
3.6.1. Order receipt to investor on placement of order: The entity shall, on
placement of an order by an investor, shall issue without delay to the
investor, an electronic order receipt which shall, inter-alia, include date
and time of order, details of counter-parties involved, quantity and amount
proposed to be transacted, etc.
3.6.2. Deal Sheet to investor post execution of the order: The entity shall, upon
execution of the order, forthwith issue a deal sheet to the investor for all
transactions, stating all the relevant information regarding the transaction
which shall inter-alia include date and time of placing of the order, date
and time of settlement of the order, details of counter-parties involved,
quantity and amount transacted, as may be applicable.
3.6.3. Quote receipt to seller post execution of the order: The entity, post
execution of order, in case of third party sale of debt products or securities
or services on the OBP, shall issue without delay to the seller, a quote
receipt which shall, inter-alia, include date and time of quote, details of
counter-parties involved, quantity and amount quoted, etc.
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3.7. Issuance of alerts to investors and sellers: The entity shall ensure that
investors and sellers are also regularly updated on the status of transactions
electronically through SMS, email etc.
4. Minimum Disclosure Requirements: The entity shall ensure compliance with the
minimum disclosure requirements as specified in Annexure - XXIB.
5. Advertisements: The entity undertakes to ensure that its advertisements shall be in
conformity with the Advertisement Code as specified in Annexure - XXIC.
6. Investor grievance redress mechanism: The mechanism for the redress of the
investor grievances shall be as specified in Chapter VII on “Investor Grievance
Redressal” of Master Circular for Stock Brokers bearing no.
SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/71 dated May 17, 2023 and as
amended from time to time
7. Risk Management: The entity undertakes to ensure that:
7.1. It has a comprehensive risk management framework covering all aspects of its
operations and shall ensure that risks associated with its operations are
identified properly and managed prudently.
7.2. It shall have a mechanism to:
7.2.1. ensure access control for its investors and sellers and prevent
unauthorised access to the OBP;
7.2.2. prevent unfair access and avoid all actual, potential or perceived
conflicts of interest;’
7.2.3. ensure that all transactions on the OBP, without exception, are dealt within
a fair, non-discriminatory, non-discretionary and orderly manner; and
7.2.4. prevent transactions that are not in compliance with the prevailing legal or
regulatory requirements.
7.3. It shall, establish appropriate controls to reduce the likelihood of erroneous
transactions such as fat-finger errors, unintended or uncontrolled trading activity
by investors and sellers.
8. Handling exigencies: The entity undertakes to establish appropriate safeguards and
procedures to deal with exigencies like suspension or cessation of trading in products
or services or securities as specified in clause 5.2 of this Chapter, cancellation of
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orders or transactions by the investors and sellers, malfunctions or erroneous use of
its systems by investors and sellers, or other unforeseen situations.
9. Disclosure of conflict of interest: The entity undertakes to identify and disclose on
its OBP, all instances of conflict of interest, if any, arising from its transactions or
dealings with related parties.
10. Data integrity - Preservation, access and use of data: The entity undertakes to:
10.1. maintain all data relating to its activities in an easily retrievable media.
10.2. maintain confidentiality and security of all data relating to its activities and strictly
control access to such data.
11. Reporting and disclosure requirements:
11.1. The entity shall, in addition to the information required to be submitted under
various SEBI regulations, submit such information as may be required by the
Stock Exchange(s) in relation to their operations.
11.2. The Stock Exchange(s) may require OBPPs to disclose information/ reports
periodically including the following: -
11.2.1. particulars regarding the transactions executed on the OBP;
11.2.2. particulars regarding the products or services or securities as specified in
clause 5.2 of this Chapter, offered on the OBP;
11.2.3. any change in the information or particulars previously furnished, which
have a bearing on their activities as an OBPP;
11.3. An OBPP shall keep the Stock Exchange(s) informed of events resulting in
disruption of activities or market abuse without undue delay.
11.4. Stock Exchanges shall ensure periodic monitoring of the OBPPs regarding the
compliance with the requirements mentioned in this circular and also bring to
the notice of SEBI, any instances of non-compliance.
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Annexure – XXIB
Minimum Disclosure Requirements (as applicable) for each security offered on the
Online Bond Platform:
1. Name of the Issuer, Security Name and ISIN
2. Nature of instrument: Listed Secured/ Listed unsecured
3. Seniority: Senior/ non-senior
4. Original Mode of Issue and date of issue: Public issue/ Private Placement
5. Rating of the Instrument – Outstanding Rating; date of rating; Rating agency; latest
6. Rating rationale (pdf available for download)
7. Face Value, Clean price and Dirty price
8. Coupon: fixed/ floating, Rate /value, Frequency
9. Date of maturity/ Tenor
10. Name of Debenture trustee
11. Yield: Current yield and yield to maturity; calculation of such yields
12. Offer documents - Prospectus / Private Placement Memorandum (pdf available for
download)
13. Any other documents as may be specified by SEBI from time to time.
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Annexure - XXIC
Advertisement Code for OBPPs:
1. Advertisements shall be accurate, true, fair, clear, complete, unambiguous and concise.
2. Advertisements shall not contain statements which are false, misleading, biased or deceptive,
or any statements based on assumption or projections and shall not contain any testimonials or
any ranking, based on any criteria.
3. Advertisements shall not be so designed as likely to be misunderstood or likely to disguise the
significance of any statement.
4. Advertisements shall not contain statements which directly or indirectly may induce/ mislead the
investor.
5. Advertisements shall not carry any slogan that is exaggerated or unwarranted or inconsistent
with or unrelated to the nature and risk and return profile of the product being advertised.
6. No celebrities shall form part of the advertisement.
7. Advertisements shall not be so framed as to exploit the lack of experience or knowledge of the
investors.
8. The language used in the advertisements shall be simple and shall not use technical or legal
terminology or complex language or excessive details, which may confuse the investors.
9. No advertisement shall directly or indirectly discredit other advertisements or make unfair
comparisons.
10. All advertisements shall be accompanied by a standard warning in legible font stating
“Investments in debt securities, municipal debt securities/ securitised debt instruments are
subject to risks including delay and/ or default in payment. Read all the offer related documents
carefully”. No addition or deletion of words shall be made to the standard warning.
11. Any advertisements in regional language(s) shall contain the standard warning in such regional
language.
12. In audio-visual media based advertisements, the standard warning in visual and accompanying
voice over reiteration shall be audible in a clear and understandable manner.
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Chapter XXII - Request for Quote (RFQ) platform for trade execution and settlement
of trades in listed Non-convertible Securities, Securitized Debt Instruments,
Municipal Debt Securities and Commercial Paper
1. The framework for a dedicated debt segment was introduced by SEBI vide circular no.
CIR/MRD/DP/03/2013 dated January 24 2013, permitting the stock exchanges to offer
electronic, screen based trading providing for order matching, request for quote,
negotiated trades, etc.
2. In February 2020, pursuant to approvals from SEBI, both National Stock Exchange of
India Limited and BSE Limited launched RFQ platforms, as an extension of their existing
trade execution and settlement platforms, to bring in transparency in “Over the Counter”
deals which were negotiated bilaterally. RFQ is an electronic platform to enable
sophisticated, multi-lateral negotiations to take place on a centralized online trading
platform with straight-through-processing of clearing and settlement to complete a trade.
3. Basic features of the RFQ platform:
3.1. The RFQ platform is a system or interface for inviting and/ or giving quotes on an
electronic platform.
3.2. A participant who seeks quote(s) is termed as an Initiator and a participant who acts/
responds to the quote requests of the Initiator is termed as a Responder.
3.3. A participant may request other participants for a quote for eligible securities.
3.4. The Initiator has the option to place quote(s) by disclosing its name or anonymously.
3.5. The quote can be placed to an identified counterparty (i.e. ‘One to One’ (OTO) mode)
or to all the participants (i.e. ‘One to Many’ (OTM) mode).
3.6. The platform provides the participants a range of options to seek a quote and to
respond to a quote, while keeping an audit trail of all interactions i.e. quoted yield,
mutually agreed price, deal terms etc.
3.7. The quotes will be bilaterally negotiated between the counterparties, based on
specified parameters. The acceptance of a quote by a participant will be considered
as mutual agreement between the parties for the given deal.
4. The following securities are eligible for being traded on the RFQ platform:
4.1. Non-convertible securities;
4.2. Securitised Debt Instruments;
4.3. Municipal Debt Securities;
4.4. Commercial Paper;
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4.5. Certificate of Deposit;
4.6. Government Securities;
4.7. State development Loans;
4.8. Treasury Bills; and
4.9. Any other instrument, as may be specified by Stock Exchanges in consultation with
SEBI.
5. In February 2020, the RFQ platform was introduced as a ‘participant-based’ model
wherein all regulated entities, listed bodies corporate, institutional investors and all India
financial institutions were eligible to register, access and transact. To enhance liquidity
on the RFQ platforms of the stock exchanges, SEBI has, inter alia, mandated registered
Mutual Funds and Portfolio Management Services, to undertake a specified percentage
of their total secondary market trades in Corporate Bonds through RFQ platform of stock
exchanges. IRDAI has also prescribed similar stipulations for Insurers.
6. SEBI has been receiving representations from market participants to permit stock
brokers to place bids on behalf of their clients to facilitate wider market participation in
the corporate bond market. After consideration and deliberations, it has been decided to
allow stock brokers registered under the debt segment of the Stock Exchange(s) to
place/ seek bids on the RFQ platform on behalf of client(s), in addition to the existing
option of placing bids in a proprietary capacity.
7. The Stock Exchanges and Clearing Corporations are directed to bring the provisions of
this chapter to the notice of the Stock Brokers and also disseminate the same on their
websites;
8. Mode of Settlement:
Presently, Stock Exchanges are using Real-Time Gross Settlement (RTGS) channel as
a mode of settlement for trades executed on the RFQ platform with respect to listed
corporate bonds, commercial paper, and securitised debt instruments. Additionally,
payment mechanisms provided by banks/ payment aggregators authorised by Reserve
Bank of India, from time to time, may be used for settlement of trades executed on the
RFQ platform.
9. Yield to Price computation39
In order to simplify the process of yield to price computation for non-convertible
securities, cash flow dates regarding payment of interest/ dividend/ redemption for the
securities traded on RFQ platform for the purpose for yield to price computation shall not
be adjusted for day count convention and shall accordingly be based on the due date of
payment as per the cash flow schedule and not as per the date of payment.
39 Inserted with the issuance of Circular dated May 13, 2025. Applicable with effect from August 18, 2025.
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Chapter XXIII – Nominee Directors
[See Regulation 23(6) of the SEBI NCS Regulations, 2021]
1. Regulation 23(6) SEBI NCS Regulations, 2021, requires the Articles of Association
(“AoA”) of an issuer that is a company to include provisions with respect to the
requirement for the board of directors to appoint such person nominated by the
debenture trustee in terms of clause(e) of sub-regulation(1) of regulation 15 of the
Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993.
The regulation also provides a time period up to September 30, 2023 for existing
debt listed issuers to amend their AoA.
2. In relation to the InvITs and REITs registered with SEBI, it is clarified that the
aforesaid requirement shall be provided in the Articles of Association of Investment
Managers / Managers of such InvITs / REITs.
3. Issuers other than those mentioned in para 1 above shall submit an undertaking to
their Debenture Trustees that in case of events stipulated under Regulation
15(1)(e) of SEBI (Debenture Trustees) Regulations , 1993, a non-executive /
independent director / trustee / member of its governing body shall be designated
as nominee director for the purposes of Regulation 23(6) of SEBI NCS Regulations,
2021, in consultation with the Debenture Trustee, or, in case of multiple Debenture
Trustees, in consultation with all the Debenture Trustees.
4. The representations were received from certain first time issuers, requesting to
provide a time line to amend their AoA to ensure compliance with the Regulation
23(6) of the SEBI NCS Regulations, 2021, since it requires formalities like approval
from shareholders and conducting board and general meetings. In view of the
above, Stock Exchanges are advised to take an undertaking from first-time issuers
that they will ensure that their AoA are amended within a period of six months from
the date of the listing of the debt securities. This undertaking may be obtained at
the time of granting the in-principle approval. The issuer shall, within such time,
comply and report compliance to Stock Exchanges, which shall periodically
monitor/ remind such issuers on doing the needful.
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Chapter XXIV – Contribution by eligible Issuers of debt securities to the Settlement
Guarantee Fund of the Limited Purpose Clearing Corporation for repo transactions
in debt securities
1. A well-functioning repo market contributes to the development of the debt securities
market, inter alia, by way of boosting the liquidity of the underlying debt securities
and providing a facility to market participants to monetize their debt holdings without
selling the underlying, thus meeting their temporary need for funds. The
development of an active repo market in debt securities may also be beneficial to
the Issuers as the enhanced liquidity may positively impact the yield, thereby
resulting in reduced costs of raising funds to the issuers in the primary market.
2. The SEBI Board in its meeting held on September 29, 2020 permitted the setting
up a Limited Purpose Clearing Corporation (LPCC) for clearing and settling repo
transactions in debt securities. The Board, inter alia, also decided that an amount
of 0.5 basis points of the issuance value of debt securities per annum be collected
upfront prior to the listing of such securities in order to build the Settlement
Guarantee Fund of the LPCC.
3. In this regard, AMC Repo Clearing Limited (ARCL) has been granted recognition
as LPCC by SEBI. The Reserve Bank of India also accorded necessary approvals
to ARCL to function as a Clearing Corporation with a limited purpose and to offer
central counter party services for repo transactions in debt securities.
4. It has been decided to put in place, the following framework for upfront collection of
amounts as charges from eligible issuers at the time of allotment of debt securities:
4.1. The eligible issuers shall be notified by the LPCC as per its risk management
policy.
4.2. An amount of 0.5 basis points of the issuance value of debt securities per
annum based on the maturity of debt securities shall be collected by the Stock
Exchanges and placed in an escrow account prior to the allotment ofthe debt
securities. This amount is applicable on a public issue or private placement of
debt securities under the SEBI NCS Regulations, 2021.
4.3. Stock Exchanges shall transfer the amounts so collected to the bank account
of the LPCC within one working day of the receipt of the amount and inform
the details of the same to the LPCC.
4.4. The details of the amounts so collected shall also be disclosed by the Stock
Exchanges on their websites.
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4.5. The above mentioned charges shall be collected on the basis of Actual/ Actual.
The LPCC shall provide an illustration of the calculation of the amounts to be
contributed by the eligible issuers.
5. The provisions of this circular came into force for the offer documents filed on or
after May 01, 2023, for private placement/ public issues of debt securities by such
eligible issuers as specified by the LPCC. As mentioned earlier, the LPCC shall
issue a circular accordingly to operationalise the same.
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Chapter XXV – Introduction of Legal Entity Identifier (LEI) for issuers who have
listed and/ or propose to list non-convertible securities, securitised debt
instruments and security receipts
1. LEI is a unique global identifier for legal entities participating in financial transactions.
LEI is designed to create a global reference data system that uniquely identifies every
legal entity, in any jurisdiction, that is party to a financial transaction. It is a unique 20-
character code to identify legally distinct entities that engage in financial transactions.
Presently, RBI directions, inter alia, mandate non-individual borrowers having aggregate
exposure of above Rs. 25 crores, to obtain LEI code.
2. In view of the above, issuers having outstanding listed non-convertible securities as on
August 31, 2023, shall report/ obtain and report the LEI code in the Centralized Database
of corporate bonds, on or before September 1, 2023. Similarly, issuers having
outstanding listed securitised debt instruments and security receipts as on August 31,
2023, shall report/ obtain and report the LEI code to the Depository(ies), on or before
September 1, 2023.
3. Further, issuers proposing to issue and list non-convertible securities, on or after
September 01, 2023, shall report their LEI code in the Centralized Database of corporate
bonds at the time of allotment of the ISIN. Similarly, issuers proposing to issue and list
securitised debt instruments and security receipts, on or after September 01, 2023, shall
report their LEI code to the Depositories at the time of allotment of the ISIN. The
requirements are tabulated below:
Category Relevant Applicability Timeline
of security Regulation
Non- SEBI (Issue and Issuer proposing to issue and On or after
convertible listing of list non-convertible security September 1, 2023
Securities Nonconvertible Issuer having outstanding On or before
Securities) listed non-convertible September 1, 2023
Regulations, 2021 security as on August 31,
2023
Securitised SEBI (Issue and Issuer proposing to issue and On or after
Debt Listing of list Securitised Debt September 1, 2023
Instruments Securitised Debt Instruments or Security
Receipts
and Instruments and Issuer having outstanding On or before
Security Security Receipts) listed Securitised Debt September 1, 2023
Receipts Regulations, 2008 Instruments and Security
Receipts as on August 31,
2023
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4. The requirement of LEI for issuers proposing to list/ having outstanding municipal debt
securities shall be specified later.
5. Entities can obtain the LEI code from any of the Local Operating Units (LOUs) accredited
by the Global Legal Entity Identifier Foundation (GLEIF). In India, the LEI code may be
obtained from Legal Entity Identifier India Ltd (LEIIL), a subsidiary of the Clearing
Corporation of India Limited (CCIL), which has been recognised by the Reserve Bank of
India as issuer of LEI under the Payment and Settlement Systems Act, 2007 and is
accredited by the GLEIF as the LOU in India for issuance and management of LEI codes.
6. The Depositories shall:
a. map the LEI code to existing ISINs by September 30, 2023; and
b. for future issuances, map the LEI code provided by the issuers with the ISIN at the
time of activation of the ISIN.
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Chapter XXVI – Introduction of Liquidity Window facility for investors in debt
securities through Stock Exchange mechanism40
1. The Corporate bond market serves as a critical source of funding for the issuers whilst
providing an investment avenue for the investors. SEBI has been undertaking various
measures to widen the investor base and also to encourage participation and
transparency in the corporate bond market. Some of the measures include introduction
of the electronic book Provider platform (EBP Platform) for debt securities issued on
private placement basis, exceeding issue size Rs 50 crores, ‘Request for Quote’(RFQ)
platform for secondary market transactions, reduction in the face value of debt securities
issued on private placement basis (proposed to be listed), introduction of framework for
Online Bond Platforms (refer https://www.sebi.gov.in/online-bond-platform-
providers.html), introduction of corporate bonds repo platform operated by AMC Repo
Clearing Limited (referwww.arclindia.com),etc.
2. One of the factors that drives investor participation in a market is the availability of
liquidity. Low levels of secondary market transactions in corporate bonds (including due
to a large number of institutional investors holding such bonds to maturity) has resulted
in the corporate bond market being perceived as illiquid. To address the issue of liquidity
for investors, especially retail investors, and pursuant to discussions with issuers /
potential issuers of debt securities, it was felt that establishing a framework of providing
a Liquidity Window facility by the issuers through use of put options exercisable on pre-
specified dates or intervals will provide uniform norms for such issuer(s) to consider
adopting Liquidity Window facility in the manner specified. Such uniform norms and
instituting a Liquidity Window facility as contemplated in this chapter will also be of
immense utility to investors, especially retail investors, and can serve to enhance their
investment in such debt securities.
3. In this regard, reference is made to Regulation 15 of the SEBI (Issue and Listing of Non-
Convertible Securities) Regulations, 2021 (NCS Regulations) which inter-alia enables an
Issuer to provide a right of redemption of debt securities41 prior to the maturity date (put
option) to all the investors or only to retail investors42. Accordingly, it is proposed to
introduce a Liquidity Window facility framework by use of put options as specified under
Regulation 15 of the NCS Regulations, exercisable on pre-specified dates or intervals in
the manner outlined in this chapter.
40 Inserted with the issuance of Circular dated October 16, 2024
41 Regulation 2(k) of the NCS Regulations defines ‘debt securities’ as: debt securities’ means non-convertible debt
securities with a fixed maturity period which create or acknowledge indebtedness and includes debentures, bonds or any
other security whether constituting a charge on the assets/ properties or not, but excludes security receipts, securitized
debt instruments, money market instruments regulated by the Reserve Bank of India, and bonds issued by the Government
or such other bodies as may be specified by the Board
42 “retail investor” shall have the same meaning as mentioned under Regulation 15 of the NCS Regulations. Currently it
reads as: “retail investor” shall mean the holder of non-convertible securities having the aggregate face value not more
than rupees two lakh
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4. Choice of the Issuer: An entity issuing debt securities, which are proposed to be listed,
may at its option/discretion provide the Liquidity Window facility as envisaged in this
chapter for the debt securities, on an ISIN basis, at the time of issuance of such debt
securities and make such Liquidity Window facility available to the eligible investors as
specified in para 6.3 of this chapter.
5. Prospective applicability: The Liquidity Window facility can be provided only for
prospective issuances of debt securities through public issue process or on a private
placement basis (proposed to be listed) as specified in paragraph 7 below.
6. Features and conditions: The features and the conditions governing the Liquidity Window
facility shall be as follows:
6.1. Authorizations and guardrails: The Issuer shall ensure that the Liquidity Window
facility provided in terms of provisions of this chapter:
a) has the prior approval of its Board of Directors,
b) its implementation and outcome is monitored by Stakeholders Relationship
Committee(SRC), in case of entities with listed specified securities. In case of
only debt listed entities, for whom it is not mandatory to constitute a SRC, its
implementation and outcome should be monitored by its Board or such board-
level committee that the Board may determine.
c) is objective, transparent, non-discretionary and non-discriminatory within the
class of investors specified as eligible investors; and
d) its implementation or operation of the liquidity window facility does not
compromise market integrity or risk management, asset liability management
or liquidity management norms as its Board of Directors may specify (in the
absence of any regulatory requirement governing risk management, asset
liability management or liquidity management).
6.2. Debt securities eligible for the Liquidity Window facility, exclusion from ISIN count:
The Issuer shall provide Liquidity Window facility only after the expiry of one year
from the date of the issuance of the debt securities. Re-issuances shall not be
permitted under the ISINs in which Liquidity Window facility is offered. Consequently,
such ISINs shall be exempted from the computation of maximum limit on ISINs as
specified under Para 1 of Chapter VIII of this Master Circular (as amended from time
to time).
6.3. Eligibility of investors to avail the Liquidity Window facility: The Issuer shall specify
eligibility of investors who can avail of the Liquidity Window facility i.e. whether the
facility shall be available to all investors in the debt securities or only to retail
investors in the debt securities. Eligible investors desirous of availing of the liquidity
window shall hold the debt securities in demat form.
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6.4. Aggregate limit of Liquidity Window facility and per liquidity window sub-limit: The
Issuer shall determine and specify the percentage of the issue size (in terms of
number of debt securities) of the eligible securities constituting the aggregate limit
for the exercise of put options by the investors through Liquidity Window facility over
the tenor of the debt securities, which shall not be less than 10% of final Issue size
of such debt securities (in terms of number of debt securities). The said percentage
shall be disclosed in the offer document at the time of issuance of such debt
securities. Issuer may also specify the sub-limit of put options that can be exercised
in each liquidity window over the tenor of Liquidity Window facility. In case the put
options exercised by eligible investors exceeds the per window sub-limit, the
acceptance of put options from eligible investors shall be on proportionate basis.
6.5. Designated Stock Exchange: Issuer may designate one of the Stock Exchanges as
the ‘Designated Stock Exchange’ for the purpose of liquidity window facility.
6.6. Period of liquidity window: The liquidity window shall be kept open for three working
days. The liquidity window may be operated a monthly/ quarterly basis at the
discretion of the Issuer. The schedule of liquidity window/s shall be disclosed upfront
in the offer document. The notice/ intimation regarding the liquidity window through
put option shall be made within five working days via SMS/ WhatsApp messaging
from the start of each financial year regarding the Liquidity Window facility being
available on monthly/ quarterly basis in that respective financial year. Such notice/
intimation shall be treated as compliance with Regulation 15(6)43 of the NCS
Regulations.
6.7. Mode and manner of availing the Liquidity Window facility: The mode and manner of
exercise of put options through the Liquidity Window facility shall be as follows:
6.7.1. When the liquidity window opens, eligible investors can exercise the put option
on debt securities by blocking the said securities in their demat account and
utilizing the mechanism for notifying the exercise of put option to the issuer.
Such exercise shall be done during trading hours.
6.7.2. Eligible investors may be permitted to modify or withdraw their bids during the
liquidity window session.
43 Regulation 15(6) of the NCS Regulations is re-produced as under:
15(6) The issuer shall send a notice regarding recall or redemption of non-convertible securities, prior to maturity, to all
the eligible holders of such securities and the debenture trustee(s), at least twenty-one days before the date from which
such right is exercisable and the notice to the eligible holders shall be sent in the following manner:
(i) soft copy of such notice shall be sent to the eligible holders who have registered their email address(es) either
with the listed entity or with any depository; and
(ii) hard copy of the notice shall be sent to the eligible holders who have not registered their email address(es)
either with the listed entity or with any depository.
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6.7.3. All exercises of the put option on the debt securities received by the stock
exchange until the end of trading hours on the date of closure of the liquidity
window (i.e. day three of the Liquidity Window) and for which block is created
shall be treated as duly tendered. However, if the window sub-limit specified
by the Issuer is exceeded, the acceptance of the tendered debt securities shall
be on a proportionate basis.
6.7.4. Stock exchanges, in consultation with clearing corporations and depositories,
shall publish detailed operational guidelines regarding the mode and manner
of availing the Liquidity Window facility, including the mechanism for exercising
the put option to tender the debt securities, blocking of such debt securities in
the demat account, the basis of acceptance of tendered debt securities,
effecting of transfer from the demat account of the eligible investor at end of
the day of closure of the liquidity window, mode and manner of modification or
withdrawal of the put option, settlement of funds, handling of shortages, etc.
6.8. Valuation of debt securities, amounts payable and the date of payment: Debt
securities shall be valued on ‘T-1’ day where T is the first day of the liquidity window.
Such valuation shall be displayed at all times during the period of liquidity window,
on the website of the Issuer and Stock Exchanges. Such valuation shall be done in
accordance with Chapter 9: ‘Valuation’ of Master circular for mutual funds dated June
27, 202444 (as amended from time to time). Further, issuer shall ensure the amounts
payable to investor shall not be at a discount of more than 100 basis points on the
valuation arrived plus the accrued interest. Such amounts shall be payable within
one working day from the closure of the liquidity window to the bank account linked
with demat account of the eligible investor from which the debt security was tendered
and transferred on the closure of the liquidity window. Further, settlement of debt
securities shall be on ‘T+4’ day where T is the first day of the liquidity window.
6.9. Dealing with debt securities received by issuer pursuant to put option: Within forty-
five days of the closure of the liquidity window or before the end of the relevant
quarter (whichever is earlier), the Issuer may deal with the debt securities received
pursuant to tendering within the Liquidity Window facility in the following manner:
a) sell such debt securities on the debt segment of stock exchange;
b) sell such debt securities directly on RFQ platform, if the Issuer is eligible to
access the RFQ platform;
c) sell such debt securities through an Online Bond Platform; or
d) extinguish such debt securities.
44 https://www.sebi.gov.in/legal/master-circulars/jun-2024/master-circular-for-mutual-funds_84441.html
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The number of debt securities sold by the Issuer through any modes mentioned
above shall be added to the aggregate limit of the Liquidity Window facility and hence
will replenish any past usage of the limit.
6.10. Reporting and disclosure requirements: The Issuer shall:
a) Within three working days of the closure of Liquidity Window facility submit a
report to the Stock Exchange(s) where such debt securities are listed, in the
form, manner and substance as the Stock Exchange may specify in
consultation with SEBI;
b) Within three working days from the end of the timeline specified in para 6.9 of
this chapter, inform the depositories and debenture trustee regarding debt
securities to be extinguished.
6.11. Issuers shall disclose on their website a list of ISINs for which liquidity window option
is available. The following information shall be displayed per ISIN:
a) Name of the issuer
b) Outstanding amount of the ISIN
c) Credit rating
d) Coupon rate
e) Maturity date
f) Valuation, if available (as specified in para 6.8 of this chapter)
g) Liquidity Window schedule - dates and period of exercise (monthly/ quarterly
basis)
h) Percentage of the Issue size for which such option is provided in the respective
ISIN along with the sub-limit of the put option that can be exercised in each
liquidity window (in terms of number of debt securities)
i) Corresponding percentage of the issue size for which such option has been
exercised and amounts paid by the Issuer against such put option (in terms of
number of debt securities and amount)
j) extent of debt securities sold by the issuer and/or extent of debt securities
extinguished by the issuer, as applicable (in terms of number of debt
securities)
k) percentage of the issue size which is yet to be utilized by the eligible investors,
and
l) extent of replenishment on account of sale by the issuer (in terms of number
of debt securities)
Issuer shall furnish the aforesaid information to Stock exchanges, Depositories,
and Debenture Trustee who shall host the same on their website/ corporate bond
database. Further, Issuer shall intimate changes, if any, of the above information
to Stock Exchanges, Depositories and Debenture Trustee within 24 hours of such
change. Upon receipt of intimation from the Issuer, Stock exchanges,
Depositories and Debenture Trustee shall update the information within one
working day. Stock exchanges and Depositories may provide a feed
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to Online Bond Platforms of all such information for display by Online Bond
Platforms.
7. The provisions of this chapter shall be applicable on and from November 01, 2024.
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Annexure - 1
List of circulars superseded:
Sl. Rescission Status
Date Circular reference Subject
No.
1 22-05-2024 SEBI/HO/DDHS/PoD1 Master Circular for issue and Complete
/P/CIR/2024/54 listing of Non-convertible
Securities, Securitised Debt
Instruments, Security Receipts,
Municipal Debt Securities and
Commercial Paper
2 03-07-2024 SEBI/HO/DDHS/DDH Reduction in denomination of Complete
S-PoD-1/P/CIR/2024/ debt securities and non-
94 convertible redeemable
preference shares
3 06-09-2024 SEBI/HO/DDHS/DDH Modification in the timeline for Complete
S-PoD- submission of status regarding
1/P/CIR/2024/117 payment obligations to the stock
exchanges by entities that have
listed
commercial paper
4 24-09-2024 SEBI/HO/DDHS/DDH Usage of UPI by individual Complete
S-PoD- investors for making an
1/P/CIR/2024/128 application in public issue of
securities through intermediaries
5 26-09-2024 SEBI/HO/DDHS/DDH Reduction in the timeline for Complete
S-PoD- listing of debt securities and Non-
1/P/CIR/2024/129 convertible Redeemable
Preference Shares to T+3
working days from existing T + 6
working days (as an option to
issuers for a period of one year
and on a permanent basis
thereafter such that all listings
occur on a T+3 basis)
6 16-10-2024 SEBI/HO/DDHS/DDH Introduction of Liquidity Window Complete
S-PoD- facility for investors in debt
1/P/CIR/2024/141 securities through Stock
Exchange mechanism
7 18-10-2024 SEBI/HO/DDHS/DDH Clarification with regard to usage Complete
S-PoD- of 3 – in – 1 type accounts for
1/P/CIR/2024/142 making an application in public
issue of securities
8 13-12-2024 SEBI/HO/DDHS/DDH Relaxation from the ISIN Complete
S-PoD- restriction limit for issuers
1/P/CIR/2024/173 desirous of listing originally
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Sl. Rescission Status
Date Circular reference Subject
No.
unlisted ISINs (outstanding as on
December 31, 2023)
9 13-05-2025 SEBI/HO/DDHS/DDH Simplification of operational Complete
SPOD1/P/CIR/2025/7 process and clarifying regarding
2 the cash flow disclosure in
Corporate Bond Database
pursuant to review of Request for
Quote (RFQ) Platform
framework.
10 16-05-2025 SEBI/HO/DDHS/DD Review of provisions pertaining Complete
HS-PoD- to Electronic Book Provider
1/P/CIR/2025/00000 (EBP) platform to increase its
efficacy and utility
00073
11 05-06-2025 SEBI/HO/DDHS/DDH Framework for Environment, Complete
S-POD- Social and Governance (ESG)
1/P/CIR/2025/84 Debt Securities (other than green
debt securities)
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