Listing of Non-Convertible Debentures on BSE/NSE: A Practitioner’s Guide

Summary: Listing Non-Convertible Debentures (NCDs) enables eligible Indian companies to raise funds through the debt market without necessarily listing their equity shares. The process involves compliance with the Companies Act, 2013, the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, and the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Issuers must assess their eligibility, obtain corporate approvals, appoint a debenture trustee and credit rating agency, arrange dematerialisation, prepare disclosure documents, and obtain stock exchange approvals. The article explains the differences between private placements and public issues, the Electronic Book Provider mechanism, minimum face value requirements, and listing timelines. It also provides a detailed step-by-step procedure for first-time issuers, additional requirements for equity-listed companies, the role of intermediaries, and a comprehensive document checklist. Particular attention is given to the timely completion of security documentation, consistency between issue documents, and post-allotment filings. Recent regulatory changes affecting face value, EBP thresholds, listing timelines and governance requirements are also discussed. Companies, promoters, Company Secretaries, CFOs and other professionals can use this guide to understand the principal requirements and practical considerations involved in listing NCDs on BSE or NSE.

Introduction

Any company that can issue debentures under the Companies Act, 2013 can list its Non-Convertible Debentures (NCDs) on BSE or NSE, and its equity does not need to be listed. Listing is a parallel, debt-only route: the issuer files a disclosure document, appoints a debenture trustee, gets the NCDs rated and dematerialised, and the exchange grants listing within T+3 working days of issue closure.

NCD listing has grown sharply over the last few years. Mid-sized NBFCs, real-estate and infrastructure companies, and even closely held private companies now use listed NCDs to reach a wider investor base, gain better pricing, and give investors an exit through the secondary market. SEBI’s 2024 reduction of the minimum face value for privately placed listed NCDs from ₹1 lakh to ₹10,000 has further opened the market to non-institutional investors.

Yet the process remains unfamiliar to many promoters and even to practitioners, because it sits at the junction of three regimes: the Companies Act, the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations), and the SEBI LODR Regulations. This article explains the framework, the step-by-step process for both an unlisted company and an already listed company, the timelines, and a document checklist. Post-listing compliances will be covered in a separate article.

Who this is for: Company Secretaries, CFOs, promoters, and students who want a working map of the process from board approval to post-listing compliance.

1. Regulatory Framework

An NCD listing must satisfy the Companies Act for the issue and SEBI for the listing; the two run side by side and neither replaces the other.

Recent Changes Every Practitioner Should Know

• Face value of ₹10,000 – Since SEBI’s circular of 3 July 2024, privately placed NCDs proposed to be listed may carry a face value of ₹10,000 (earlier ₹1 lakh), provided a merchant banker is appointed and the instrument is plain-vanilla and interest-bearing.
• EBP threshold cut to ₹20 crore – SEBI’s circular of 16 May 2025 made the Electronic Book Provider (EBP) platform mandatory for private placements of ₹20 crore or more (single issue, shelf issue or cumulative in a financial year), down from ₹50 crore.
• T+3 listing – Privately placed NCDs list within T+3 working days of issue closure (since 1 January 2023); public issues moved to T+3 mandatorily for issues opening on or after 1 November 2025.
• “Once listed, always listed” (Reg. 62A LODR) – An entity whose NCDs are listed must list all NCDs it issues on or after 1 January 2024.
• HVDLE threshold raised to ₹5,000 crore – The LODR (Amendment) Regulations, 2026, effective 22 January 2026, lifted the threshold for corporate-governance obligations of debt-only listed entities from ₹1,000 crore to ₹5,000 crore of outstanding listed NCDs.
• Not a “listed company” under the Companies Act – Under Rule 2A of the Companies (Specification of Definitions Details) Rules, 2014, a public company that lists only privately placed NCDs, and a private company that lists such NCDs, are not “listed companies” for the Companies Act. A private company therefore keeps its private-company status after listing its NCDs.

2. Who Can List NCDs, and When Listing Is Mandatory

Any company incorporated in India that can validly issue debentures may list its NCDs, whether it is a private company, an unlisted public company, an NBFC or an equity-listed company.

Mandatory listing under Reg. 62A LODR. A listed entity whose NCDs are already listed must list every NCD issued on or after 1 January 2024. Unlisted NCDs issued after that date must be listed within three months of the listing of a later issue. NCDs issued before 1 January 2024 may be listed voluntarily. Certain issues to multilateral institutions, and issues under court or tribunal orders, are carved out subject to conditions.

Eligibility conditions (Reg. 5 NCS Regulations). An issuer cannot make a listed NCD issue if:

• the issuer, any promoter, promoter-group member or director is debarred from accessing the securities market by SEBI;
• any promoter or director is a promoter or director of another company that is so debarred;
• the issuer, any promoter or director is a wilful defaulter or a fugitive economic offender;
• the issuer is in default on payment of interest or repayment of principal on listed NCDs, deposits or bank borrowings, continuing for more than six months.

Other Pre-conditions

• In-principle approval from the stock exchange(s) where listing is proposed.
• Credit rating from at least one SEBI-registered credit rating agency (all ratings obtained, including unaccepted ones, must be disclosed).
• Appointment of a SEBI-registered debenture trustee.
• Arrangement with both depositories (NSDL and CDSL) and ISIN for the NCDs; the issuer’s existing securities should also be in demat form.
• Audited financial statements for the last three financial years (or since incorporation, if shorter), with limited-review financials where the latest audit is more than six months old, as Schedule I requires.
• Borrowing and charge-creation powers within limits approved under Section 180(1)(c) and 180(1)(a).

3. Modes of Issue: Private Placement or Public Issue

Most first-time issuers list through private placement, because it is faster, cheaper and needs no prospectus; public issues are used mainly by large NBFCs reaching retail investors.

The EBP Mechanism

The EBP mechanism. The Electronic Book Provider platforms (BSE BOND and NSE EBP) run online bidding for privately placed debt. EBP is mandatory where a single issue (including green shoe), a shelf issue cumulatively in a financial year, or the aggregate of all issues in the financial year reaches ₹20 crore. The issuer must hold in-principle approval before it gives the placement memorandum and term sheet to the EBP, and must give those at least two working days before issue opening (three for a first-time EBP user). Green shoe is capped at five times the base issue, anchor portions are capped by rating (30% for AA- and above, 40% for A category, 50% otherwise), and ties at the cut-off are allotted pro rata.

Non-EBP issues (below ₹20 crore) are placed directly with identified investors; in-principle approval must still be in hand before the issue opens.

4. Intermediaries to Appoint

Six intermediaries carry the transaction; the debenture trustee and credit rating agency should be engaged first because their work takes longest.

The issuer also opens a separate bank account for the private placement proceeds (Sec. 42) and, for EBP issues, registers on the EBP platform. A Legal Entity Identifier (LEI) is needed for transactions on the platforms.

5. Step-by-Step Process: Private Placement and Listing by an Unlisted Company

A first-time issuer typically needs four to six weeks from board approval to listing, most of it spent before the issue opens.

Phase A – Groundwork and Approvals

1. Feasibility check. Confirm eligibility under Reg. 5 NCS (no debarment, no wilful defaulter, no continuing default). Check the Articles authorise issue of debentures and borrowing; amend if needed. Confirm all existing securities and promoter holdings are in demat form.

2. Structure the issue. Settle issue size, green shoe, tenor, coupon (fixed / floating), payment frequency, face value (₹1 lakh or ₹10,000), secured or unsecured, security and asset cover, call / put options, covenants, and EBP or non-EBP route.

3. Board meeting. Approve the proposed issue in principle; appoint intermediaries (debenture trustee, CRA, RTA, arranger); recommend shareholder resolutions; authorise a committee or officials to finalise terms; approve opening a separate bank account.

4. Shareholder approvals.

• Special resolution under Sec. 180(1)(c) if total borrowings will exceed paid-up capital, free reserves and securities premium.
• Special resolution under Sec. 180(1)(a) for creating charge on the company’s undertaking (for secured NCDs).
• Special resolution under Sec. 42 read with Rule 14 for private placement, valid for all NCD offers in that year. A board resolution suffices where the amount is within the Sec. 180(1)(c) limit.
• File MGT-14 within 30 days of each special resolution (private companies are exempt for board resolutions under Sec. 179(3), not for special resolutions).

Phase B – Intermediaries, Rating and ISIN

5. Debenture trustee. Obtain consent letter; sign the Debenture Trustee Agreement before filing the offer document. The trustee carries out due diligence on assets and existing charges (including NOCs from existing charge holders, where pari passu or second charge is proposed).

6. Credit rating. Submit data to the CRA, attend management meeting, obtain rating letter and press release. Disclose every rating obtained.

7. Depository and ISIN. Execute tripartite agreements with NSDL, CDSL and the RTA; apply for ISIN through the RTA with the board resolution, rating letter and term sheet.

8. Recovery Expense Fund. Deposit 0.01% of the issue size (capped at ₹25 lakh per issuer) with the designated stock exchange before the issue opens.

Phase C – Offer Document and In-principle Approval

9. Draft GID and KID. Prepare the General Information Document with Schedule I disclosures (business, promoters, directors, financials, borrowings, litigation, risk factors) and the Key Information Document with tranche terms. Include PAS-4 disclosures required by Rule 14.

10. Apply for in-principle approval to BSE and / or NSE: online application with draft GID/KID, board and shareholder resolutions, rating letter, trustee consent and due-diligence certificate, audited financials, and fees. For EBP issues, the approval must be received before the placement memorandum goes to the EBP; for non-EBP issues, before the issue opens.

11. Sign the listing agreement (uniform listing agreement for debt) and register on the exchange’s listing portal (BSE Listing Centre / NSE NEAPS).

Phase D – Issue and Allotment

12. Upload to EBP (if applicable) the placement memorandum and term sheet at least two working days before opening (three for a first-time EBP issuer); disclose anchor investors if any.

13. Circulate offer (PAS-4 with application form) to identified investors only; keep the PAS-5 record of private placement offers.

14. Bidding / issue day (T). Bidding on EBP within the bidding window; cut-off yield or price determined; allotment decided.

15. Pay-in and allotment (T+1). Investors pay through the clearing corporation (EBP) or into the separate bank account (non-EBP), only from their own bank accounts. The board or committee passes the allotment resolution; RTA executes the corporate action and NCDs are credited to investors’ demat accounts.

16. Execute the Debenture Trust Deed and create security, before applying for listing; pay stamp duty on the DTD.

Phase E – Listing

17. Listing application (by T+2). File the final GID/KID, allotment details, demat credit confirmation, DTD, rating and trustee confirmations, and listing fees with the exchange.

18. Listing and trading approval (T+3). The exchange grants listing and trading permission; the NCDs start trading on the debt segment.

Phase F – Immediate Post-allotment Filings

19. PAS-3 (return of allotment) with ROC within 15 days of allotment, attaching the PAS-5 list.

20. CHG-9 with ROC within 30 days of creating the charge (for secured NCDs).

21. Utilise funds only after allotment and only for the stated objects; money stays in the separate account until then.

22. Reporting of the issue to the trustee, and of the private placement data required by the NCS Master Circular.

6. Additional Steps for an Equity-listed Company

An equity-listed company follows the same Phases A to F, plus a layer of LODR and insider-trading compliance because the NCD issue is itself price-sensitive information.

• Prior intimation (Reg. 29 LODR). Inform the exchange at least two working days in advance (excluding the intimation and meeting dates) of the board meeting that will consider fund raising through NCDs.
• Outcome disclosure (Reg. 30). Disclose the board’s decision within 30 minutes of the meeting closing, with the issue details prescribed in the SEBI master circular (size, tenor, coupon, security, listing). Disclose subsequent committee decisions and allotment in the same way.
• Insider trading. Treat the proposal as UPSI; close the trading window, record the sharing of UPSI with intermediaries in the structured digital database, and sign confidentiality undertakings with arrangers and advisers.
• Reg. 62A obligation. If the company already has listed NCDs, the new issue must be listed. Check that no unlisted NCDs issued after 1 January 2024 remain outstanding; if any do, they must be listed within three months of the new listing.
• Shareholder approval route. Equity-listed companies hold special resolutions through general meeting or postal ballot; e-voting rules under Sec. 108 and Reg. 44 apply.
• Disclosure document. An issuer that already has listed NCS and has filed a GID within the past year may issue further tranches with a KID alone.
• Integrated reporting. After listing, NCD-related items move into the existing LODR calendar: half-yearly asset-cover certificates, Reg. 52 disclosures in the financial results, and the statement of deviation in use of proceeds.
• Related-party and governance. Equity-listed companies already comply with Reg. 16–27; the HVDLE chapter (Chapter VA) applies only to debt-only listed entities.

For a company with only listed NCDs issuing again, the steps are the same as Section 5, with Reg. 30-type disclosures under Reg. 51 and Part B of Schedule III instead of Reg. 30.

7. Public Issue of NCDs in Brief

A public issue reaches retail investors but adds a merchant banker, a public-comment period and a prospectus; it suits issuers with brand recognition and a large funding need.

• Appoint a lead manager (merchant banker), debenture trustee, CRA, RTA, bankers to the issue, legal counsel, and brokers.
• Obtain board and shareholder approvals (Sec. 180, Sec. 71) and the credit rating.
• File the draft offer document with the designated stock exchange; it is kept open for public comments for seven working days, and a copy goes to SEBI for records.
• Obtain in-principle approval from the exchange(s).
• Deposit the Recovery Expense Fund; sign DTA; open public-issue and refund accounts.
• File the prospectus with the ROC; publish the issue advertisement.
• Issue opens for at least three and at most thirty working days; applications through ASBA, with UPI for individual bids up to ₹5 lakh.
• Minimum subscription is 75% of the base issue; if not met, application money is refunded within the prescribed time.
• Basis of allotment, allotment and demat credit; DTD executed.
• Listing and trading within T+3 working days of issue closure.

The lead manager also carries post-issue monitoring and reporting obligations.

8. Timelines at a Glance

Once in-principle approval is in hand, SEBI fixes the clock: placement memorandum to the EBP at T-2 (T-3 for a first-time EBP issuer), bidding on T, and listing by T+3 working days.

NCD private placement timeline · pre-issue phases and T to T+3

The pre-issue weeks are indicative and depend mainly on how fast the trustee completes security due diligence; the T-day steps follow Chapters VI and VII of the NCS Master Circular as amended on 16 May 2025.

9. Document Checklist

Tick each item as it is ready; most exchange queries arise from a missing certified copy or a mismatch between the GID/KID and the board resolution.

Corporate and Constitutional

• Certified true copy (CTC) of Memorandum and Articles, with borrowing and debenture-issue powers
• Certificate of incorporation (and name-change certificates, if any)
• CTC of board resolution approving the issue, appointing intermediaries and authorising officials
• CTC of special resolutions under Sec. 180(1)(c), 180(1)(a) and Sec. 42 (or board resolution where within limits), with explanatory statement
• MGT-14 filing proof for special resolutions
• CTC of committee / allotment resolution
• List of directors and KMP with DIN / PAN; shareholding pattern; promoter details

Financial

• Audited financial statements for the last three years (standalone and consolidated, where applicable)
• Limited-review financials if the latest audit is more than six months old
• Statutory auditor’s certificate on borrowings and outstanding debt
• Asset-cover certificate and security details (for secured NCDs)
• Net worth certificate and key financial ratios

Intermediaries and Approvals

• Debenture trustee consent letter and Debenture Trustee Agreement
• Debenture trustee due-diligence certificate (SEBI format)
• Credit rating letter, rationale and press release (all ratings, including unaccepted)
• RTA consent letter and agreement
• Tripartite agreements with NSDL and CDSL; ISIN allotment letters
• Arranger / merchant banker mandate (mandatory for ₹10,000 face value)
• NOCs from existing lenders / charge holders (for pari passu or subservient charge)
• Recovery Expense Fund deposit confirmation
• LEI certificate

Offer and Issue Documents

• General Information Document (Schedule I disclosures)
• Key Information Document / term sheet for the tranche
• PAS-4 private placement offer letter with application form
• PAS-5 record of private placement offers
• Declarations by directors and the compliance officer as required by Schedule I
• Undertakings to the exchange (eligibility, no default, demat holdings, use of proceeds)
• In-principle approval letter(s) from BSE / NSE
• EBP registration and bid-book / allotment report (for EBP issues)

Allotment and Listing

• Bank statement showing receipt of subscription in the separate account / clearing corporation
• Allotment resolution and list of allottees
• Corporate action confirmation and demat credit statements from NSDL / CDSL
• Executed and stamped Debenture Trust Deed; security documents (mortgage, hypothecation deed)
• Listing application with fees, and signed listing agreement
• PAS-3 and CHG-9 filings with ROC

10. Common Pitfalls and Practical Tips

Most delays in NCD listings come from three sources: security creation, demat readiness, and inconsistent documents.

• Start the trustee and rating early. Due diligence on charged assets and existing lender NOCs is the longest lead item; begin it in week one.
• Demat everything first. Promoter and existing securities must be in demat form; a private company that has not completed Rule 9B dematerialisation will face questions at the in-principle stage.
• One set of numbers. The issue size, green shoe, coupon and tenor must match exactly across board resolution, special resolution, GID/KID, rating letter, trustee certificate and EBP term sheet.
• Count the 200. The cap of 200 identified persons per financial year applies across all private placements of that security class, excluding QIBs; track it in the PAS-5 register.
• No money before allotment. Funds stay in the separate bank account (or clearing corporation) until allotment; utilisation before allotment breaches Sec. 42.
• Stamp duty. Pay stamp duty on the DTD and security documents per the applicable state Stamp Act; stamp duty on issue of debentures is collected through the depository at 0.005% under the Indian Stamp Act.
• ₹10,000 face value is not free. It requires a merchant banker and a plain-vanilla, interest-bearing structure; budget for the extra cost.
• Calendar from day one. The first Reg. 52 half-yearly results and the first Reg. 57 interest certificate are where new issuers most often slip and attract exchange fines under the SEBI SOP.
• Watch Reg. 62A. Once any NCD is listed, every later NCD must be listed too; plan bilateral or lender-specific issues accordingly.

Conclusion

NCD listing is no longer the preserve of large corporates. With a ₹10,000 face value, a ₹20 crore EBP threshold, T+3 listing and a ₹5,000 crore HVDLE threshold, mid-sized companies can access the bond market without taking on the full governance load of an equity-listed company. The process is document-heavy but predictable: get the approvals right, appoint the trustee and rating agency early, keep every document consistent, and have the post-listing calendar ready before the first coupon falls due.

This article reflects the law as of 20 October 2026. Readers should check the latest SEBI circulars and exchange guidelines before acting on any issue.

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Author: Dr. CS Ronak Jhuthawat Founder & Managing Partner, Ronak Jhuthawat & Co | Practicing Company Secretaries & Trademark Agent 328, Samriddhi Complex, Sector 11, Opp Krishi Mandi, Udaipur | [email protected] | 9887422212 | www.csronakjhuthawat.com