CIRCULAR
SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/129 September 26, 2024
To,
Issuers who propose to list debt securities or non-convertible redeemable
preference shares;
Recognised Stock Exchanges;
Registered Merchant Bankers;
Registered Stock Brokers;
Depositories and Registered Depository Participants;
Registered Bankers to an Issue;
Registered Registrars to an Issue and Share Transfer Agents; and
Self Certified Syndicate Banks (SCSBs)
Madam/ Sir,
Subject: Reduction in the timeline for listing of debt securities and Non-
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)
1. Para 12 of Chapter I (Application process in case of public issues of securities and
timelines for listing) of the Master Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2024/54
dated May 22, 2024, (hereinafter referred as ‘Master Circular’) issued by SEBI, inter-
alia specifies that the listing of debt securities and Non-convertible Redeemable
Preference Shares (NCRPS) issued through public issue process shall be completed
within T+6 working days from the date of closure of the issue.
2. Regulation 37 (2) of SEBI (Issue and Listing of Non-Convertible Securities)
Regulations, 2021 (“NCS Regulations”) applicable to public issues of debt securities
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and NCRPS, requires issuers to refund the application moneys in an event of failure
to list such securities within specified timelines. The same is reproduced below:
“In the event of failure to list such securities within such days from the date of closure
of issue as may be specified by the Board (scheduled listing date), all application
moneys received or blocked in the public issue shall be refunded or unblocked
forthwith within two working days from the scheduled listing date to the applicants
through the permissible modes of making refunds and unblocking of funds. For delay
in refund/unblocking of funds beyond the timeline as specified above, the issuer shall
be liable to pay interest at the rate of fifteen percent per annum to the investors
from the scheduled listing date till the date of actual payment.”
3. 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 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.
4. Accordingly, the revised timelines for listing of debt securities and NCRPS and
various activities involved in the public issue process are specified in Annexure
to this circular.
5. 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.
6. 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.
7. The T+3 timeline for listing shall be appropriately disclosed in the
Offer Documents of public issues.
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8. The provisions of this circular shall be applicable:
8.1. On voluntary basis to public issues of debt securities and NCRPS opening on
or after November 01, 2024.
8.2. Mandatory for public issues of debt securities and NCRPS opening on or after
November 01, 2025.
9. Stock Exchanges shall monitor compliance with the provisions of this circular.
10. The Circular is issued in exercise of the powers conferred under Section 11(1) of
the Securities and Exchange Board of India Act, 1992 read with Regulation 55 (1)
of the SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021,
to protect the interest of investors in securities and to promote the development
of, and to regulate the securities market.
11. This Circular is available at www.sebi.gov.in under the link “Legal  Circulars”.
Yours faithfully,
Rishi Barua
Deputy General Manager
Department of Debt and Hybrid Securities
+91-022 2644 9673
rishib@sebi.gov.in
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Annexure
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 allow  From issue opening date to
modification of selected fields in the bid details up to 5 pm on T day
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 (final  Before 7:30 PM on T day for
certificate) to the registrar 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
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S. Details of activities Due date (Working day)
No.
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.
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 9:30
based on approved basis of allotment. 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  Completion before 2:45 pm
with designated stock exchange(s) and confirm on T+2 day
all formalities are complete except demat credit
9 a) Registrar/ issuer to initiate corporate action  Completion before 6 pm on
for 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
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S. Details of activities Due date (Working day)
No.
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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