Short title and commencement

1 · [(oa) Environment, Social and Governance Debt Securities or "ESG Debt Securities" means green debt securities, social bonds, sustainability bonds, sustainability-linked bonds, or any other type of bonds, by whatever name called, that are issued in accordance with such international frameworks as adapted or adjusted to suit Indian requirements that are specified by the Board from time to time, and any other securities as specified by the Board.]

2 · ["(q) "Green debt security" means a debt security issued for raising funds subject to the

1 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Third Amendment)

2 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment)

3 · [(sa) "key managerial personnel" means key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013 (18 of 2013);]

3 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment)

4 · Omitted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023. Prior to omission, the words and symbol were "including a shelf placement memorandum,".

5 · [(gga) "retail individual investor" means an individual investor who applies or bids for debt securities for a value of not more than two lakhs rupees;]

6 · [(iia) "senior management" shall mean the officers and personnel of the issuer who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer;]

6 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023.

7 · Omitted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023. Prior to omission, clause (jj) read as under:

8 · Omitted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023. Prior to omission, clause (pp) read as under:

9 · [Issuance of Environment, Social and Governance Debt Securities

12A · An issuer desirous of issuing and listing of Environment, Social and Governance Debt Securities shall comply with such conditions as may be specified by the Board.]

9 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Third Amendment) Regulations, 2024, w.e.f. 11-12-2024.

11 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023, w.e.f. 02-02-2023. Prior to substitution, sub-regulation (7) of regulation 15 read as:

14 · [Provided that in case of any deviation from the format specified for the trust deed, the debenture trustee may accept such deviations if a key summary sheet capturing the deviations along with the rationale for the same is provided by the issuer in the General Information Document/ Key Information Document or Shelf Prospectus.]

12 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Amendment)

13 · Substituted for the symbol "." vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Amendment) Regulations, 2025 w.e.f. 28-10-2025.

15 · Omitted by the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Amendment) Regulations, 2025 w.e.f. 28-10-2025. Prior to omission, the words and symbols were:

16 · [(6A) The trust deed shall contain a provision, mandating the issuer to appoint the person nominated by the debenture trustee(s) in terms of clause (e) of sub-regulation (1) of regulation 15 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as a director on its Board of Directors at the earliest and not later than one month from the date of receipt of nomination from the debenture trustee(s):

16 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023, w.e.f. 02-02-2023.

18 · [(6) If an issuer is a company, it shall ensure that its Articles of Association require its Board of Directors to appoint the person nominated by the debenture trustee(s) in terms of clause (e) of sub-regulation (1) of regulation 15 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 as a director on its Board of Directors:

17 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2022, w.e.f. 11-04-2022. Prior to substitution, sub-regulation 5 read as:

18 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023, w.e.f. 02-02-2023.

19 · [(7) (a) The issuer shall fix a record date for the purposes of payment of interest, dividend and payment of redemption or repayment amount or for such other purposes as specified by the Board.

19 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024 w.e.f., 10-07-2024.

20 · [***]

23 · [Provided that issuers whose specified securities are listed on a recognised stock exchange having nationwide trading terminals shall post the draft offer document filed with stock exchange(s) for one day immediately after the date of filing the draft offer document with stock exchange(s).]

20 · Omitted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Third Amendment) Regulations, 2024, w.e.f. 11-12-2024. Prior to omission, it read as follows:

26 · An issuer desirous of issuing and listing of green debt securities shall comply with the conditions as may be specified by the Board."

21 · Substituted for the words "seven working" vide the Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024.

22 · Substituted for the symbol "." vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024.

23 · Inserted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024.

25 · [Provided that issuers opting to advertise the public issue through electronic modes shall publish a notice, in an English national daily and regional daily newspaper with wide circulation at the place where the registered office of the issuer is situated, exhibiting a QR Code and link to the complete advertisement.]

24 · Inserted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024.

25 · Inserted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024.

26 · [Provided that nothing contained in this regulation shall preclude the issuer from offering an incentive in the form of additional interest or a discount to the issue price to senior citizens, women, serving and retired defence personnel, widows and widowers of defence personnel, retail individual investors or any other category of investors as may be specified by the Board from time to time:

26 · Inserted vide the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2026, w.e.f. 21-01-2026.

27 · [Period of subscription

33A · (1) A public issue of debt securities or, non-convertible redeemable preference shares shall be kept open for a minimum of 28 [two] working days and a maximum of ten working days.

27 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023, w.e.f. 02-02-2023.

28 · Substituted for the words "three" vide the Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024.

29 · Substituted for the words "three working days" vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024.

30 · [The lead manager shall ensure that the secured debt securities are secured by hundred percent security cover or higher security cover as per the terms of the offer document and/or Debenture Trust Deed, sufficient to discharge the principal amount and the interest thereon at all times for the issued debt securities.]

30 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2022, w.e.f. 11-04-2022. Prior to substitution, sub-regulation 2 read as:

31 · [ (1) The debenture trustee shall, at the time of filing the draft offer document with the stock exchange(s) and prior to the opening of the public issue of debt securities, furnish to the Board and to the stock exchange(s), a due diligence certificate:

31 · Substituted by the by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)

32 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2022, w.e.f. 11-04-2022. Prior to substitution, sub-regulation 2 read as:

33 · Substituted by the by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024 w.e.f., 10-07-2024. Prior to substitution, it read as "The debenture trustee shall submit a due diligence certificate to the stock exchange:

34 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023. Prior to substitution, the words were "Schedule II".

35 · Omitted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023. Prior to omission, the words were "and tranche placement memorandum".

47 · 36 [***]

37 · [The charge created in respect of secured debt securities shall be disclosed in the offer document and the Debenture Trust Deed along with an undertaking that the assets on which

36 · Omitted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023. Prior to omission, regulation 47 read as under:

37 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2022, w.e.f. 11-04-2022. Prior to substitution, sub-regulation 2 read as:

38 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023. Prior to substitution, the words were "Schedule II".

39 · [(5) The designated stock exchange shall collect a regulatory fee as specified in Schedule VI to these regulations from an issuer of perpetual debt instruments, perpetual noncumulative preference shares and similar instruments at the time of their listing.]

40 · [CHAPTER VA

50A · (1) An issuer making a private placement of non-convertible securities, and seeking listing thereof on stock exchange(s), shall file a general information document with the stock exchange(s), which shall contain the following disclosures, namely, -

39 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023, w.e.f. 02-02-2023.

40 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023.

50B · (1) A listed entity, fulfilling the criteria as may be specified by the Board, shall be considered as a 'Large Corporate'.

41 · [(1A) An issuer that has filed a general information document under these regulations and subsequently intends to issue commercial paper and seeks listing thereof, during the validity period of such general information document, shall file a key information document with the disclosures as may be specified by the Board.

41 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023.

42 · [CHAPTER VIA ONLINE BOND PLATFORM PROVIDERS

51A · (1) No person shall act as an online bond platform provider without a certificate of registration from the Board as a stock broker under the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992.

42 · Inserted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2022 w.e.f. 09-11-2022.

43 · [SCHEDULE I

1 · Instructions:

1 · 1. All information shall be relevant and updated as on the date of the offer document. The source and basis of all statements and claims shall be disclosed. Terms such as "market leader", "leading player", etc. shall be used only if these can be substantiated by citing a reliable source.

1 · 2. Simple English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms.

1 · 3. There shall be no forward-looking statements that cannot be substantiated.

1 · 4. Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided.

1 · 5. For currency of presentation, only one standard financial unit shall be used.

2 · Interpretation:

2 · 1. In the case of public issuance of non-convertible securities, all references to "nonconvertible securities" in this Schedule shall refer to debt securities and non-convertible redeemable preference shares.

2 · 2. In the case of public issuance of non-convertible securities, all references to "issue document" shall mean the offer document .

2 · 3. In the case of a private placement of non-convertible securities, all references to "issue document" shall mean the placement memorandum or the general information document, as the case may be.

3 · 1. The disclosures stipulated herein are applicable to public issuance and private

43 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023.

3 · 2. The front page of the issue document shall contain the following information:

3 · 3. Following disclosure shall be contained in the other pages of the issue document:

3 · 3.1. Issuer's Absolute Responsibility:

3 · 3.2. Details of Promoters of the Issuer:

3 · 3.3. Details of credit rating, along with the latest press release of the Credit Rating Agency in relation to the issue, and a declaration that the rating is valid as on the date of issuance and listing. Such press release shall not be older than one year from the date of opening of the issue.

3 · 3.4. Name(s) of the stock exchange(s) where the non-convertible securities are proposed to be listed and the details of in-principle approval for listing obtained from these stock exchange(s).

3 · 3.5. If non-convertible securities are proposed to be listed on more than one stock exchange(s) then the issuer shall specify the designated stock exchange for the issue. The issuer shall specify the stock exchange where the recovery expense fund is being or has been created, as specified by the Board.

3 · 3.6. The following details regarding the issue to be captured in a table format under "Issue Schedule", as set out below:

3 · 3.7. Name, logo, addresses, website URL, email address, telephone number and contact person of:

44 · Omitted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024. Prior to omission, the words and symbols were "personal addresses,".

45 · Omitted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment)

46 · Inserted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024 .

3 · 3.8. About the Issuer

47 · [(d) Details of branches or units where the issuer carries on its business activities, if any may be provided in the form of a static Quick Response (QR) code and web link.

48 · [(e) Use of proceeds (in the order of priority for which the said proceeds will be utilized): (i) purpose of the placement; (ii) break-up of the cost of the project for which the money is being raised; (iii) means of financing for the project; (iv) proposed deployment status of the proceeds at each stage of the project.]

47 · Omitted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024. Prior to omission, the words and symbols were "Details of branches or units where the issuer carries on its business activities, if any;".

48 · Omitted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024. Prior to omission, the words and symbols were "Project cost and means of financing, in case of funding of new projects".

3 · 3.9. Expenses of the Issue: Expenses of the issue along with a break up for each item of expense, including details of the fees payable to separately as under (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size), as applicable:

3 · 3.10. Financial Information:

49 · [ Provided that, issuers whose non-convertible securities are listed as on the date of filing of the offer document or placement memorandum, may provide only a web-link and a static quick response code of the audited

49 · Inserted by the by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024 w.e.f., 10-07-2024.

50 · Inserted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024 .

3 · 3.11. A brief history of the issuer since its incorporation giving details of its following activities:

3 · 3.12. Following details regarding the directors of the company

3 · 3.13. Any financial or other material interest of the directors, promoters, key managerial personnel or senior management in the offer and the effect of such interest in so far as it is different from the interests of other persons.

3 · 3.14. Following details regarding the auditors of the issuer:

3 · 3.15. Details of the following liabilities of the issuer, as at the end of the preceding quarter, or if available, a later date:

3 · 3.16. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the counterparty (like name of the subsidiary, joint venture entity, group company, etc.) on behalf of whom it has been issued, contingent liability including debt service reserve account guarantees/ any put option etc. (Details of any outstanding borrowings taken/ debt securities issued for consideration other than cash). This information shall be disclosed whether such borrowing/ debt securities have been taken/ issued:

3 · 3.17. Where the issuer is a Non-Banking Finance Company (NBFC) or Housing Finance Company, the following disclosures on Asset Liability Management (ALM) shall be provided for the latest audited financials:

3 · 3.18. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities, commercial paper (including technical delay) and other financial indebtedness including corporate guarantee or letters of comfort issued by the company, in the preceding three years and the current financial year.

3 · 3.19. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the issuer/promoters, litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the investor's decision to invest / continue to invest in the non-convertible securities/ commercial paper.

3 · 3.20. Any litigation or legal action pending or taken by a Government Department or a statutory body or regulatory body during the three years immediately preceding the year of the issue of the issue document against the promoter of the company.

3 · 3.21. Details of default and non-payment of statutory dues for the preceding three financial years and current financial year.

3 · 3.22. Details of pending litigation involving the issuer, promoter, director, subsidiaries, group companies or any other person, whose outcome could have material adverse

3 · 3.23. Details of acts of material frauds committed against the issuer in the preceding three financial years and current financial year, if any, and if so, the action taken by the issuer.

3 · 3.24. Details of pending proceedings initiated against the issuer for economic offences, if any.

3 · 3.25. Related party transactions entered during the preceding three financial years and current financial year with regard to loans made or, guarantees given or securities provided.

3 · 3.26. The issue document shall not include a statement purporting to be made by an expert unless the expert is a person who is not, and has not been, engaged or interested in the formation or promotion or management, of the company and has given his written consent to the issue of the issue document and has not withdrawn such consent before the delivery of a copy of the issue document to the Registrar (as applicable) for registration and a statement to that effect shall be included in the issue document.

3 · 3.27. In case the issuer is a Non-Banking Finance Company (NBFC) and the objects of the issue entail loan to any entity who is a 'group company' then disclosures shall be made in the following format:

3 · 3.28. In order to allow investors to better assess the issue, the following additional disclosures shall be made by the issuer in the issue documents:

3 · 3.29. Declaration in case of public issue with regards to the following:

3 · 3.30. Disclaimer Clauses:

3 · 3.31. Consent of directors, auditors, bankers to issue, 51 [***] solicitors or advocates to the issue, legal advisors to the issue, lead managers to the issue, Registrar to the Issue, and lenders (if required, as per the terms of the agreement) and experts.

3 · 3.32. 52 [The names of the debenture trustees(s), a statement to the effect that the debenture trustee has consented to its appointment along with a copy of the agreement executed by the debenture trustee with the issuer in accordance with regulation 13 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 made accessible through a web-link or a static quick response code displayed in the issue document:

3 · 3.33. If the security is backed by a guarantee or letter of comfort or any other document of a similar nature, a copy of the same shall be disclosed. In case such document does not contain the detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the issue document.

3 · 3.34. Disclosure of cash flow with date of interest/dividend/ redemption payment as per day count convention:

51 · The word and symbol "trustees," deleted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Third Amendment) Regulations, 2024, w.e.f. 11-12-2024.

52 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Third Amendment) Regulations, 2024, w.e.f. 11-12-2024. Prior to substitution, it read as "The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture trustee(s) has given its consent for appointment along with the copy of the consent letter from the debenture trustee".

3 · 3.35. Undertaking by the Issuer:

3 · 3.36. Risk factors:

3 · 3.37. 53 [The persons authorised by the issuer shall attest that:]

53 · Substituted for the words "The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that" vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024.

54 · [(f) The contents of the document have been perused by the Board of Directors, and the final and ultimate responsibility of the contents mentioned herein shall also lie with the Board of Directors.

54 · Inserted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024.

3 · 3.38. In case of an issue of non-convertible redeemable preference shares, the following specific disclosure on the nature of the instrument in bold, on the cover page:

3 · 3.39. Other details:

3 · 3.40. Other Details in case of non-convertible redeemable preference shares issue:

3 · 3.41. The issue document shall include the following other matters and reports, namely:

55 · [Provided that the disclosures specified in sub-clauses (i) to (iv) above shall be provided for the top five vendors on the basis of value viz. sale consideration payable to the vendors.

55 · Substituted vide the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2024 w.e.f. 18-09-2024. Prior to substitution, it read as "Provided that if the number of vendors is more than five, then the disclosures as required above shall be on an aggregated basis, specifying the immoveable property being acquired on a contiguous basis with mention of the location/total area and the number of vendors from whom it is being acquired and the aggregate value being paid. Details of minimum amount, the maximum amount and the average amount paid/ payable should also be disclosed for each immovable property."

56 · Omitted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023, w.e.f. 06-07-2023.

57 · [SCHEDULE IV

57 · Substituted by the by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024 w.e.f., 10-07-2024. Prior to substitution, it read as follows:

58 · [SCHEDULE IV-A

58 · Substituted by the by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024 w.e.f., 10-07-2024. Prior to substitution, it read as follows:

59 · [In respect of every draft offer document filed in terms of these regulations, a non-refundable fee of 0.00025% of issue size, subject to the minimum of twenty-five thousand rupees and maximum of fifty lakh rupees, shall be payable to the Board.]

59 · Substituted by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023, w.e.f. 02-02-2023. Prior to substitution, clause (1) read as: