Listing Non-Convertible Debentures on BSE or NSE: Eligibility, Private Placement, Public Issue and Timeline

This article explains how an Indian company can list non-convertible debentures (NCDs) on BSE or NSE without listing its equity shares, and sets out the eligibility conditions, the two issue routes, the intermediaries, the timeline and the documents involved. The issue itself must satisfy the Companies Act, 2013, and the listing must satisfy the SEBI regimes; the two sets of rules run together.

Mid-sized NBFCs, real estate and infrastructure companies and closely held private companies increasingly use listed NCDs for wider investor reach, better pricing and a secondary-market exit. Recent changes to face value, the Electronic Book Provider (EBP) threshold, listing timelines and the governance threshold for debt-only issuers have lowered the cost of this route, so a practitioner is now asked about it far more often. The position below is stated as of 20 October 2026. Post-listing compliances are outside its scope.

The governing framework

  • Companies Act, 2013: Section 42 (private placement), Section 62, Section 71 (debentures), Section 77 (registration of charges), Section 108 (e-voting), Section 179 (board powers) and Section 180 (borrowing and charge limits).
  • Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 14: PAS-4 offer, PAS-5 record of identified investors, PAS-3 return of allotment.
  • Companies (Share Capital and Debentures) Rules, 2014, Rule 18: security and asset cover, debenture trustee, trust deed, Debenture Redemption Reserve (DRR) and the 15% liquid investment requirement.
  • SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations): eligibility, Schedule I disclosure, General Information Document (GID), Key Information Document (KID), credit rating, debenture trustee, Recovery Expense Fund and listing.
  • SEBI NCS Master Circular dated 22 May 2024, as amended (including on 16 May 2025): face value, the EBP mechanism (Chapter VI), listing timelines (Chapter VII), ISIN and operational formats.
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR): Chapter V (Regulations 50 to 62), Regulation 62A, and Chapter VA for High Value Debt Listed Entities (HVDLEs); the LODR Master Circular for NCS dated 11 July 2025.
  • Related regimes: SEBI (Debenture Trustees) Regulations, 1993 and the Debenture Trustee Master Circular; SEBI (Prohibition of Insider Trading) Regulations, 2015; the Depositories Act, 1996 with Rules 9A and 9B of the demat rules; RBI directions on private placement of NCDs by NBFCs and HFCs; and exchange rules on in-principle approval, listing agreement and fees.

Questions a client usually asks

Who may list NCDs, and does the company need to be equity-listed?

Any company that can validly issue debentures under the Companies Act, 2013 may list NCDs. Equity listing is not required. The route is open to private companies, unlisted public companies, NBFCs and HFCs, equity-listed companies and entities that have only debt listed.

Two points on status. 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 purposes of the Companies Act. A private company therefore keeps its private status after listing NCDs. Second, a private company cannot make a public issue; a public issue needs a public company, a merchant banker, a prospectus and ROC filing.

Who is barred from making a listed issue?

Regulation 5 of the NCS Regulations bars a listed issue where:

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

The assessee-side practical check is to run these tests for every director and promoter, including those on the boards of group companies, before the board meeting that approves the issue.

What else must be in place before the issue?

  • In-principle approval of the exchange or exchanges, before the issue opens (and, on the EBP route, before the placement memorandum and term sheet go to the platform).
  • A rating from at least one SEBI-registered credit rating agency. All ratings obtained, including those the issuer does not accept, are to be disclosed.
  • A SEBI-registered debenture trustee.
  • An arrangement with NSDL and CDSL and an ISIN, with the issuer's existing securities held in demat form.
  • Audited financials for the last three financial years (or since incorporation), with limited-review financials where the latest audit is more than six months old.
  • Borrowing and charge powers within the limits approved under Section 180(1)(c) and Section 180(1)(a).