Master Circular: Issuing & Listing Non-convertible & Municipal Securities, CP

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Chapter I – Application process in case of public issues of securities and timelines for listing⁷

[See Regulations 34, 35 and Clause 2.2.28 of Schedule I of SEBI NCS Regulations, 2021, Regulation 10 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 lakh⁸ 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 lakh⁹ or less. The intermediary shall upload the bid on the stock exchange bidding The application amount would be blocked through the UPI mechanism in this case.

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.

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.

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 investors¹⁰ 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.

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
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

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.

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

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 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, whereup n funds wil be transferred from investors 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

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:

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 lakh¹¹.

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.

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 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.	T+1
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. 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.	1+2
4	a) Finalization of technical rejection and minutes of the meeting between issuer, lead manager, registrar. b) 1he 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.	1+3
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 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.	1+4
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 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.	1+5
7	Trading commences	T+6

Chapter II – Application form and Abridged Prospectus¹²

[See Regulation 32 and Part B of Schedule I 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 Annex – IIA and Annex – 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 lakh¹³;

3.2. Bidders 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.

Abridged Prospectus:

4. The abridged prospectus shall be in the format as specified in Part B of Schedule I of the SEBI NCS Regulations, 2021. The following shall be ensured with respect to the abridged prospectus annexed to the application form:

4.1. 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.

4.2. 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.

4.3. 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.

4.4. The abridged prospectus shall be so positioned that on the tearing-off of the application form, no part of the nformation given in the abridged prospectus is mutilated.

4.5. 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.

4.6. 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’.

4.7. Risk factors shall be so provided that they convey the risks associated with the issue in brief.

4.8. A reference may be made to the offer document wherever necessary.

Annex – IIA: Application form for Resident Applicant

Annex –IIA- Application form for Resident Applicant

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Annex –IIA- Application form for Resident Applicant 2

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Annex –IIA- Application form for Resident Applicant 3

Annex – IIB: Application form for NRI Applicant

Annex –IIB- Application form for NRI Applicant

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Annex –IIB- Application form for NRI Applicant 2

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Annex –IIB- Application form for NRI Applicant 3

Chapter III – Day count convention, disclosure of cash flows and other disclosures in the offer document¹⁴

[See Regulation 14, Clause 2.2.27 of Schedule I and Clause 2.3.22 of Schedule II of 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 payment (with specified dates)	Annually; First interest/ dividend shall become 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/ redemption becoming due	Number of days for denominator	Amount (in 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
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 5^th/ 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.

Chapter IV – Additional Disclosures by Non-Banking Finance Company or Housing Finance Company or Public Financial Institution¹⁵

[See Regulation 25(4), Clause 2.2.9 of Schedule I and Clause 2.3.15 of Schedule II of 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. No.	Name of borrower	Amount of advances/ exposures to such borrower (group company) (Rs. crore) (A)	Percentage of exposure = (A)/ Total AUM

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:

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:

Table 4: Details of sectoral exposure

Sl. No.		Segment-wise break-up of AUM	Percentage of AUM
1		Retail
	A	Mortgages (home loans and loans against property)
	B	Gold loans
	C	Vehicle finance
	D	MFI
	E	MSME
	F	Capital market funding (loans against shares, margin 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

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:

Movement of gross NPA

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
	F	Capital market funding (loans against shares, margin 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

4.8. Residual maturity profile of assets and liabilities (in line with the RBI format):

Table 10: Residual maturity profile of assets and liabilities

Category	Up to 30/31 days	>1 month – 2 months	>2 months – 3 months	>3 months – 6 months	>6 months – 1 year	>1 years – 3 years	>3 years – 5 years	>5 years	Total
Deposit
Advances
Investment s
Borrowing s
FCA*
FCL*

*FCA – Foreign Currency Assets; FCL – Foreign Currency Liabilities;

Chapter V – Denomination of issuance and trading of Non-convertible Securities

[See Regulation 50(4) and Clause 2.2.e of Schedule II 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 lakh¹⁶.

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. 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.

2. Trading of non-convertible securities:

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 lakh¹⁷.

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.

3. This chapter is not applicable for debt securities and non-convertible redeemable preference shares issued on a public issue basis.

Chapter VI – Electronic Book Provider platform¹⁸

[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.

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, 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.

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 2.3.8 c. of Schedule II 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 capitalissued as per RBI stipulat ons and listed under Chapter V of the SEBI NCS Regulations, 2021, irrespective of the issue size.

3. An issuer, if desirous, may choose to access EBP platform for private placement of municipal debt securities or CPs or CDs also.

4. 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.

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 five working days prior to the issue to the opening date.

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.

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

Details of Investors to whom allotment has been made
Name	QIB/ Non-QIB	Category i.e. Scheduled Commercial Banks, MF, Insurance Company, Pension Fund, Provident Fund, FPI, PFI, Corporate, Others	Amount invested in Rs. crore

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:

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:

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).

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 bd placed in the system shalhave an audit trail which includes bidders 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/ spread	Amount demand at that particular coupon/ price/ spread (in Rs. crore)	Cumulative amount demand (in Rs. crore)

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 ^priorit^y

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 two or more bids have the same coupon/ price/ spread and time, then allotment shall be done on ‘pro-rata’ basis.

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 30% of the base issue size.

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 (maximum 30%).

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.

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 bidd ng 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 ‘cutloff’ 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

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 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.

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

12.1.5. ensure safety, secrecy, integrity and retrievability of data.

12.2. EBPs shall ensure that all details regarding the issuance is updated on its website.

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.

Chapter VII – Standardization of timelines for listing of securities issued on a private placement basis¹⁹

[See Regulations 6, 44 and 46 of SEB! NCS Regulations, 2021, Regulations 24 and 38D of the SEB! SD! Regulations, 2008 and Regulations 4A, 4E and Clause 7(m) of Schedule ! of SEB! !LDM 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 (working day)	Nature of activity
Category	Timeline (working day)	EBP	Non-EBP
In-principle approval	Prior to T-2/ T-5 (EBP); Prior to T (Non-EBP)	Issuer shall ensure receipt of in-principle approval from the stock exchange(s) where it wishes to list its proposed debt issuance/ securities, prior to the date of providing the Placement Memorandum and term sheet to the EBP(s), in terms of paragraph 5.2 of Chapter VI of this Master Circular.	Issuer shall ensure receipt of in-principle approval from the stock exchange(s) where it wishes to list its proposed debt issuance/ securities, prior to issue open date.
Bidding announcement	On or before T-1	Issuer shall provide the bidding start time and close time to EBP, on or before T-1.	Issue period (open and close date) is to be disclosed by the Issuer in the Placement memorandum.
Day of bidding/ Issue period	T	Bidding on the EBP platform; Provisional allocation to the bidders by the issuer; Communication about allotments and pay-in obligations to the bidders;	Finalisation of allotments to investors on issue closure date. Communication about allotments and pay-in obligations to the investors on issue closure date.
ISIN allocation/ assignment/ confirmation by Depository	On or before T+1	Issuer shall ensure receipt of ISIN from a Depository prior to pay- in. Issuer shall apply to other Depository(ies) for admission of such proposed debt issuance.	Issuer shall ensure receipt of ISIN from a Depository prior to pay-in. Issuer shall apply to other Depository(ies) for admission of such proposed debt issuance.
Settlement	On or before T+1/ T+2 (as per settlement cycle chosen by the Issuer) (EBP);On or before T+2 (Non-EBP);	Pay-in by the bidders/ allottees; Communication of receipt of money to the Issuer; Finalisation of allocation by the Issuer; Payment of stamp duty by Issuer; Filing of Corporate action file by RTA; Conclusion of Corporate action/ demat credit by the Depositories; Pay-out of funds to the Issuer; Issue of credit confirmation letter by Depositories to Issuer;	Receipt of funds by the Issuer from investors; Finalisation of allocation by the Issuer; Payment of stamp duty by Issuer; Filing of Corporate action file by RTA; Conclusion of Corporate action/ demat credit by the Depositories; Issue of credit confirmation letter by Depositories to Issuer;

*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

Further, in order to facilitate re-issuances of new debt securities in an existing IS IN, 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.

6. In case of delay in listing of securities issued on privately placement basis beyond the timelines specified above, the issuer shall pay penal interest of 1% p.a. over the coupon/ dividend rate 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.

Chapter VIII – Specifications related to ISIN for debt securities²⁰

[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 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 IS IN.

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.

6. In case of structured/ market linked debt securities which have embedded options 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:

7.1. 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.

7.2. 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.

7.3. 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).

7.4. 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:

1. Issuers:

a) The issuer shall within fifteen days from the end of every half year (i.e. April 15 and 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

Format for half-yearly

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 as specified above, the issuer shall, forthwith, inform the same to the Stock Exchange²¹ 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 8.1 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:

Date of Issuance of listed debt securities	Year of maturity (cited as example)	No. of ISINs maturing in the FY cited as example	Value of listed debt securities outstanding (in INR cr)	Applicability of this circular
Up to March 31, 2023 (before the operability of the circular)	FY 2024-25	11	Any amount	Limits specified in this circular shall not apply; Issuer can avail the usage of one more fresh ISIN 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 onwards (post the operability of the circular)	FY 2029-30	7	Less than Rs.15000 crore	Limits specified in this circular shall apply.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 onwards (post the operability of the circular)	FY 2029-30	9	Less than Rs.15000 crore	Limits specified in this circular shall apply. Issuers cannot utilize/avail fresh ISINs (9-9) maturing in FY 2029-30.Re-issuances can be made under the existing ISINs
April 01, 2023 onwards (post the operability of the circular)	FY 2029-30	9	Equal to or more than Rs.15000 crore	Limits specified in this circular shall apply.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

Chapter IX – Green Debt Securities²²

[See Regulation 26 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

d) Details of the a ignmen t 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.

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 ‘Compy 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 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 Annex-IXA to this 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 ‘Compy or explain’ for the purpose of the above, shal 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;

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 gree nwashing”

4. The provisions of this circular came into force for all issues of green debt securities launched on or after April 1, 2023.

Annex 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 _____ (Current *Financial Year)*	FY
Parameter	FY _____ (Current *Financial Year)*	*(Previous 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 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 _____ (Current Financial Year)	FY
Parameter	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 kiolitres) (i + ii + iii + iv + v)*
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 specify unit*	*FY _____ (Current* *Financial Year)*	FY
*Parameter*	*Please specify unit*	*FY _____ (Current* *Financial Year)*	*(Previous 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 _____ (Current Financial Year)	FY
*Parameter*	*Unit*	FY _____ (Current Financial Year)	(Previous Financial Year)
Total Scope 1 emissions (Breakup of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)	Metric tonnes of CO2 equivalent
Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)	Metric tonnes of CO2 equivalent
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 Financial Year)	FY
*Parameter*	FY _____ (Current 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
(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. No.	Location of operations/offices	Type of operations	Whether the conditions of environmental approval / clearance are being complied with? (Y/N) If no, the reasons thereof and corrective action taken, if any.

Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year:

Name and brief details of project	EIA Notification No.	Date	Whether conducted by independent external agency (Yes / No)	Results Communicated in public domain (Yes / No)	Relevant Web link

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:

S. No.	Specify the law / regulation / guidelines which was not complied with	Provide details of the non- compliance	Any fines / penalties / action taken by regulatory agencies such as pollution control boards or by courts	Corrective action taken, if any

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 _____ (Current Financial Year)	FY
Parameter	FY _____ (Current Financial Year)	(Previous Financial 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 _____ (Current *Financial Year)*	FY
Parameter	FY _____ (Current *Financial Year)*	*(Previous Financial Year)*
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
– 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

(i) Nature of operations

(ii) Water withdrawal, consumption and discharge in the following format:

Parameter	FY _____ *(Current Financial Year)*	FY
Parameter	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 kiolitres)*
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
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 _____ *(Current Financial* *Year)*	FY ______ (Previous Financial Year)
Total Scope 3 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)	Metric tonnes of CO2 equivalent
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. No	Initiative undertaken	Details of the initiative (Web-link, if *any, may be provided along-with summary)*	Outcome of the initiative

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.

Chapter IX-A – Dos and don’ts relating to green debt securities to avoid occurrences of greenwashing²³

[See Regulation 2(1)(q) and Regulation 26 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 Bonds²⁴

[See Regulation 2(1)(q) and Regulation 26 of SEBI NCS Regulations, 2021]

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.

(ii) interim targets should also reflect the indicative figure regarding how much emissions the issuer is envisaging to reduce

(iii) 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 AnnexXIV-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 ³in&trumVXt HVtail&” fVld inLOVnt lLiHVdGDaLQba&VHfor UoDpoLaHV boDd&[ 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.

Chapter X – Structured or market linked debt securities²⁵

[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 prefx ‘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/201 9/70 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 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 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.

Chapter XI – Operational framework for transactions in defaulted debt securities post maturity date/ redemption date²⁶

[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 n orm 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.

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 ²⁷one 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”.

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 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. No.	Event	Activity to be undertaken	Timeline*	By	To
1	Execution of debenture trust deed	Pre-authorization to seek debt redemption payment related information from issuer’s bank	At the time of execution of the deed	Issuer	Debenture trustee(s)
2	Any change in bank details of issuer for making debt redemption payment	Information regarding updated bank details	Within one working day of event	Issuer	Debenture trustee(s)
3	Creation of ISIN/ listing of debt securities	Intimation of Redemption date	–	Issuer	Depositories, stock exchange(s)
4 5 6	Redemption/ maturity date (T day)	Non-acceptance of trades forreporting! settlement	T-2	Stock excha nge	–
		Temporary restriction on transaction in ISIN	^T	Deposi tory	–
		Intimate status of payment of debt securities	T+1	Issuer	Debenture trustee(s), depositories, stock exchange(s)
7 8	Non receipt of status of payment from Issuer	Independent assessment of payment status	T+2 to T+9	Deben ture trustee (s)	–
7 8	Non receipt of status of payment from Issuer	Intimate status of payment of debt securities	By T+9	Deben ture trustee (s)	Depositories, stock exchange(s)
9	Receipt of information regarding full Payment	Obligations as per paragraph 10 of this chapter	T+3/ T+11/ event basis,	Depositories, stock exchanges
10	Receipt of informationregarding non payment	Obligations as per paragraphs 5-9 of this chapter		Depositories, stock exchanges
Continuous assessment of payment
11	Any development that impacts the status of default of the concerned debt securities (including restructuring of debt securities, IBC, its repayment, etc.)	Intimate updated status of payment of debt securities	Within one working day of the event	Issuer or debent ure trustee (s)	Depositories, stock exchange(s)
12	Continuous assessment of Payment	Intimate Status of payment of debt securities	2^ndworking day of April every FY	Issuer	Debenture trustee(s), depositories, stock exchange(s)
13	Non receipt of status of payment from Issuer	Independent assessment of payment status	3rd working day of April -7^thworking day of April of every FY	Debent u re trustee (s)
14	Non receipt of status of payment from Issuer	Intimate status of payment of debt securities	Within 7 working daysof April of every FY	Debent u re trustee (s)	Depositories, stock exchange(s)

*working days

Chapter XII – Fund raising by issuance of debt securities by large corporate²⁸

[See Regulation 20 of SEBI NCS Regulations, 2021]

With a view to operationalize the Union Budget announcement for FY201 8-19, 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 provisions for operationalising the above budget announcement are given below.

Applicability of framework:

1.1. For entities following April – March as their financial year, this framework is applicable with effect from April 01, 2019 and for the entities which follow calendar year as their financial year, the framework is applicable with effect from January 01, 2020.

Explanation: The term Financial Year here would imply April – March or January – December, as may be followed by an entity. Thus, FY2020 shall mean April 01, 2019 – March 31, 2020 or January 01, 2020 – December 31, 2020, as the case may be.

1.2. The framework shall be applicable for 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 crore 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.

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) and such LC shall raise not less than 25% of its incremental borrowings, during the financial year subsequent to the financial year in which it is identified as a LC, by way of issuance of debt securities, as defined under SEBI NCS Regulations, 2021.

Explanation: For the purposes of this circular, the expression “incremental borrowings” shall mean any borrowing done during a particular financial year, of original maturity of more than one year, irrespective of whether such borrowing is for refinancing/repayment of existing debt or otherwise and shall exclude external commercial borrowings and inter-corporate borrowings between a parent and subsidiary(ies).

2.2. For an entity identified as a LC, the following shall be applicable:

a) For FY2020 and FY2021, the requirement of meeting the incremental borrowing norms shall be applicable on an annual basis. Accordingly, a listed entity identified as a LC on last day of FY201 9 and FY2020, shall comply with the requirement as laid down under paragraph 2.1, by last day of FY2020 and FY2021, respectively.

b) Provided that in case where a LC is unable to comply with the above requirement, it shall provide an explanation for such shortfall to the stock exchanges, in the manner as prescribed at paragraph 3 below.

c) From FY2022, the requirement of mandatory incremental borrowing by a LC in a FY will need to be met over a contiguous block of three years²⁹. Accordingly, a listed entity identified as a LC, as on last day of FY “T-1”, shall have to fulfil the requirement of incremental borrowing for FY “T”, over FY “T”, “T+1 and T+2”.

d) However, if at the end of three years³⁰e. last day of FY “T+2”, there is a shortfall in the requisite borrowing (i.e. the actual borrowing through debt securities is less than 25% of the incremental borrowings for FY “T”), a monetary penalty/ fine of 0.2% of the shortfall in the borrowed amount shall be levied and the same shall be paid to the stock exchange(s).

3. Disclosure requirements for large entities:

3.1. A listed entity, identified as a LC under the instant framework, shall make the following disclosures to the stock exchanges, where its security(ies) are listed:

a) Within 30 days from the beginning of the FY, disclose the fact that they are identified as a LC, in the format as provided at Annex – XII-A.

b) Within 45 days of the end of the FY, the details of the incremental borrowings done during the FY, in the formats as provided at Annex – XII-B1 and Annex – XII-B2.

3.2. The disclosures made in terms of paragraph 3.1 above shall be certified both by the CS and the CFO of the LC.

3.3. Further, the disclosures made in terms of paragraph 3.1 above shall also form part of audited annual financial results of the entity.

3.4. The details of the framework as mentioned under paragraph 2 above and disclosure requirements as mentioned under paragraph 3.1 above, are illustrated in Annex – XII-C.

4. Responsibilities of stock exchanges:

4.1. The stock exchange(s) shall collate the information about the LC, disclosed on their platform, and shall submit the same to the Board within fourteen days of the last date of submission of annual financial results.

4.2. In the event of a short fall in the requisite borrowing, the stock exchanges shall collect the fine as mentioned at paragraph 2.2(d) above. The fine so collected shall be remitted by the stock exchanges to SEBI Investor Protection and Education Fund within ten days from the end of the month in which the fine was collected.

Format of the initial disclosure to be made by an entity identified as a Large Corporate (to be submitted to the stock exchange(s) within 30 days from the beginning of the FY)

Sl. No.	Particulars	Details
1	Name of the company
2	CIN
3	Outstanding borrowing of company as on 31^st March/ 31^st December, as applicable (in Rs. crore)
4	Highest credit rating during the previous FY along with name of the CRA
5	Name of stock exchange^* in which the fine shall be paid, in case of shortfall in the required borrowing under the framework

We confirm that we are a Large Corporate as per the applicability criteria given under the Chapter XII of SEBI Operational circular dated August 10, 2021.

(Signature)
Name of the Chief Financial

(Signature)
Name of the Company Secretary
Officer
Designation
Contact Details

Designation
Contact Details

Date – dd/mm/yyyy

^*In terms paragraph of 2.2(d) of the circular, beginning FY2022, in the event of shortfall in the mandatory borrowing through debt securities, a fine of 0.2% of the shortfall shall be levied by Stock Exchanges at the end of the two-year block period. Therefore, an entity identified as LC shall provide, in its initial disclosure for a financial year, the name of stock exchange to which it would pay the fine in case of shortfall in the mandatory borrowing through debt markets.

Notes:-

¹Unless specified otherwise, all the chapters are applicable to an issue of Non-convertible securities;

²Earlier called as ‘Operational Circular’; renamed as ‘Master Circular’ from July 07, 2023

3 Inserted on July 07, 2023

4 Inserted on July 07, 2023

5 Inserted on July 07, 2023

⁶Phrase “unless specifically mentioned otherwise in this circular” inserted on July 07, 2023

⁷CIR/DDHS/P/121/2018 dated August 16, 2018; SEBI/HO/DDHS/CIR/P/2020/233 dated November 23, 2020; and SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022;

⁸Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the clause read as under:

“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. 2 lakh per application.”

Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the clause read as under:

“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. 2 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.”

¹⁰Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the clause read as under:

“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 the retail investors into the UPI.”

¹¹Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the clause read as under:

“App based/ web interface applications from investors with UPI mode for blocking the mode for application value up to Rs. 2 lakh.”

¹²CIR/IMD/DF-1/1 9/2012 dated July 25, 2012; SEBI/HO/DDHS/CIR/P/2020/233 dated November 23, 2020; and SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022;

¹³Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the clause read as under:

“UPI mechanism for blocking funds would be available for application value upto Rs. 2 lakh.”

¹⁴CIR/IMD/DF/18/2013 dated October 29, 2013; CIR/IMD/DF/12/2014 dated June 17, 2014; and CIR/IMD/DF1/1 22/2016 dated November 11, 2016;

¹⁵CIR/IMD/DF/ 12 /2014 dated June 17, 2014; and CIR/IMD/DF/6/2015 dated September 15, 2015;

16 Modified vide SEBI/HO/DDHS/P/CIR/2022/00 144 dated October 28, 2022 (the provisions of the circular came into effect from January 1, 2023). Prior to the amendment, the clause read as under:

“The face value of each debt security or non-convertible redeemable preference share issued on private placement basis shall be Rs. Ten lakh.”

17 Modified vide SEBI/HO/DDHS/P/CIR/2022/00 144 dated October 28, 2022 (the provisions of the circular came into effect from January 1, 2023). Prior to the amendment, the clause read as under:

“The face value of the listed debt security and non-convertible redeemable preference share issued on private placement basis traded on a stock exchange or OTC basis shall be Rs. Ten lakh.”

18 Initially issued vide circular SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018; and modified vide circular SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018; and replaced by circular SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/00 139 dated October 10, 2022 (the provisions of the October 10, 2022 circular came into effect from January 1, 2023);

19 SEBI/HO/DDHS/CIR/P/2020/198 dated October 05, 2020; and SEBI/HO/DDHS/DDHS_Div1/P /CIR/2022/167 dated November 30, 2022 (the provisions of the November 30, 2022 circular came into effect from January 1, 2023); 19SEBI/HO/DDHS/CIR/P/2020/198 dated October 05, 2020; and SEBI/HO/DDHS/DDHS_Div1/P /CIR/2022/167 dated November 30, 2022 (the provisions of the November 30, 2022 circular came into effect from January 1,2023);

20 CIR/IMD/DF-1/ 67/2017 dated June 30, 2017; CIR/DDHS/P/59/2018 dated March 28, 2018 and SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/147 dated October 31, 2022

21 The phrase “Stock Exchange” inserted on July 07, 2023

²²Initially issued vide circular no. CIR/IMD/DF/51/201 7 dated May 30, 2017 replaced by SEBI/HO/DDHS/DDHSRACPOD1/P/CIR/2023/023 dated February 06, 2023 for issues made after April 1, 2023

23 SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/020 dated February 03, 2023

24 SEBI/HO/DDHS/DDHS_Div1/P/CIR/2023/66 dated May 04, 2023

²⁵Cir./IMD/DF/1 7/2011 dated September 28, 2011; and SEBI/HO/DDHS/CIR/P/2020/120 dated July 13, 2020;

²⁶SEBI/HO/DDHS/CIR/P/103/2020 dated June 23, 2020;

27 Modified on July 7, 2023, prior to the modification it is read as under: Upon intimation by depositories that transactions have been permitted in the defaulted debt securities, stock exchange(s) shall simultaneously but not later than two working days of the default intimation from issuer/ debenture trustee(s), permit reporting of OTC trades in the concerned defaulted debt securities on its reporting platform within fifteen minutes of the trade

²⁸SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018 and SEBI/HO/DDHS/DDHS‑RACPOD1/P/CIR/2023/049 dated March 31, 2023;

29 Modified vide circular SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/049 dated March 31, 2023. Prior to the amendment, the clause read as under:

“From FY2022, the requirement of mandatory incremental borrowing by a LC in a FY will need to be met over a contiguous block of two years. Accordingly, a listed entity identified as a LC, as on last day of FY “T-1 “, shall have to fulfil the requirement of incremental borrowing for FY “T”, over FY “T” and T+ 1.”

30 Modified vide SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/049 dated March 31, 2023. Prior to the amendment, the clause read as under:

“However, if at the end of two years30 i.e. last day of FY ‘T+1 ‘, there is a shortfall in the requisite borrowing (i.e. the actual borrowing through debt securities is less than 25% of the incremental borrowings for FY ‘T’), a monetary penalty/ fine of 0.2% of the shortfall in the borrowed amount shall be levied and the same shall be paid to the stock exchange(s).”

Chapter I – Application process in case of public issues of securities and timelines for listing7

Chapter II – Application form and Abridged Prospectus12

Chapter III – Day count convention, disclosure of cash flows and other disclosures in the offer document14

Chapter IV – Additional Disclosures by Non-Banking Finance Company or Housing Finance Company or Public Financial Institution15

Chapter V – Denomination of issuance and trading of Non-convertible Securities

Chapter VI – Electronic Book Provider platform18

Chapter VII – Standardization of timelines for listing of securities issued on a private placement basis19

Chapter VIII – Specifications related to ISIN for debt securities20

Chapter IX – Green Debt Securities22

Chapter IX-A – Dos and don’ts relating to green debt securities to avoid occurrences of greenwashing23

Chapter IX-B – Additional Requirements for the issuers of Transition Bonds24

Chapter X – Structured or market linked debt securities25

Chapter XI – Operational framework for transactions in defaulted debt securities post maturity date/ redemption date26

Chapter XII – Fund raising by issuance of debt securities by large corporate28

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Chapter I – Application process in case of public issues of securities and timelines for listing⁷

Chapter II – Application form and Abridged Prospectus¹²

Chapter III – Day count convention, disclosure of cash flows and other disclosures in the offer document¹⁴

Chapter IV – Additional Disclosures by Non-Banking Finance Company or Housing Finance Company or Public Financial Institution¹⁵

Chapter VI – Electronic Book Provider platform¹⁸

Chapter VII – Standardization of timelines for listing of securities issued on a private placement basis¹⁹

Chapter VIII – Specifications related to ISIN for debt securities²⁰

Chapter IX – Green Debt Securities²²

Chapter IX-A – Dos and don’ts relating to green debt securities to avoid occurrences of greenwashing²³

Chapter IX-B – Additional Requirements for the issuers of Transition Bonds²⁴

Chapter X – Structured or market linked debt securities²⁵

Chapter XI – Operational framework for transactions in defaulted debt securities post maturity date/ redemption date²⁶

Chapter XII – Fund raising by issuance of debt securities by large corporate²⁸