SEBI/HO/DDHS/PoD1/P/CIR/2024/54

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

5 · 1. anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

5 · 2. any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of these regulations;

6 · 1. Disseminate the provisions of this circular on their website 3 ;

6 · 2. comply with the conditions laid down in this circular;

6 · 3. put in place necessary systems and infrastructure for implementation of this circular;

6 · 4. make consequential changes, if any, to their respective bye-laws, rules and regulations and bidding portal; and

6 · 5. Communicate and create awareness amongst stakeholders.

6 · 6. Monitor the compliance of this circular by issuer companies, as applicable 4

7 · 1. Section 11(1) of Securities and Exchange Board of India Act, 1992;

2 · Inserted on July 07, 2023

3 · Inserted on July 07, 2023

4 · Inserted on July 07, 2023

7 · 2. Regulation 55 of SEBI NCS Regulations, 2021;

7 · 3. Regulation 29 of SEBI ILDM Regulations 2015;

7 · 4. Regulations 48 of SEBI SDI Regulations, 2008 .

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 lakh per application.

2 · 1.Through SCSBs or intermediaries (viz. syndicate members, registered stock brokers, registrar and transfer agent and depository participants):

2 · 2.Through stock exchanges (App/ Web interface): An investor may submit the bidcum-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 investors into the UPI.

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.

9 · Further modalities in relation to UPI Process:

9 · 1.Bidding and validation process:

9 · 2.The Block process:

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, whereupon funds will be transferred from

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:

11 · 2. Registrar:

11 · 3. Stock exchanges:

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:

3 · 1.UPI mechanism for blocking funds would be available for application value upto Rs. 5 lakh;

3 · 2.Bidder's 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.

3 · 4. 5Issuer/ Merchant Bankers/ syndicate members like brokers who are involved in the public issue shall disclose instructions as specified in Annex – IIC to investors for completing the application form on their websites during the period a public issue is kept open.

5 · Inserted vide circular SEBI/HO/DDHS/POD1/P/CIR/2023/150 dated September 04, 2023

6 · Annex – IIC: Instructions for completing the Application Form

6 · Inserted vide circular SEBI/HO/DDHS/POD1/P/CIR/2023/150 dated September 04, 2023

1 · 1.The abridged prospectus shall be printed:

1 · 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.

1 · 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.

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

1 · 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.

1 · 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'.

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

1 · 8.A reference may be made to the offer document wherever necessary.

7 · CIR/IMD/DFF1/19/2012 dated July 25, 2012; SEBI/HO/DDHS/POD1/P/CIR/2023/150 dated September 04, 2023

1 · 9. 8

1 · 10.A copy of the Abridged Prospectus shall be made available on the website of Issuer, merchant bankers, registrar to an issuer and a link for downloading Abridged Prospectus shall be provided in issue advertisement for the public issue.

1 · 11.Issuer/ Merchant Bankers shall insert a Quick Response (QR) code on the last page of the Abridged Prospectus. The scan of such QR code on the Abridged Prospectus would lead to the Prospectus. Further, the Issuer/ Merchant Bankers shall insert a QR code on the front page of the documents such as front outside cover page, advertisement, etc. as deemed fit by them. The scan of the QR code shall lead to the prospectus or abridged prospectus as applicable.

1 · 12.Issuer/ Merchant Bankers shall ensure that the disclosures in the Abridged Prospectus are adequate, accurate and do not contain any misleading or misstatement.

1 · 13.Issuer/ Merchant Bankers shall ensure that the qualitative statements in the Abridged Prospectus shall be substantiated with quantitative factors. Also, no qualitative statement shall be made which cannot be substantiated with quantitative factors.]

8 · Inserted vide circular SEBI/HO/DDHS/POD1/P/CIR/2023/150 dated September 04, 2023

9 · Inserted vide circular SEBI/HO/DDHS/POD1/P/CIR/2023/150 dated September 04, 2023

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.

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

2 · 5.Details of loans, overdue and classified as non-performing in accordance with RBI stipulations;

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 .

4 · 1.Type of loans:

4 · 2.Denomination of loans outstanding by loan-to-value:

4 · 3.Sectoral exposure:

4 · 4.Denomination of loans outstanding by ticket size*:

4 · 5.Geographical classification of borrowers:

4 · 6.Details of loans overdue and classified as non -performing in accordance with RBI's stipulations:

4 · 7.Segment-wise gross NPA:

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

1 · 1.The face value of each debt security or non-convertible redeemable preference share issued on private placement basis shall be Rs. One lakh 10 .

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 · 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 lakh11 .

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.

10 · The provisions of the circular came into effect from January 1, 2023.

11 · The provisions of the circular came into effect from January 1, 2023.

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 · 1.A private placement of debt securities and NCRPS as per the provisions of SEBI NCS Regulations, 2021, if it is:

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

12 · The provisions of the October 10, 2022 circular came into effect from January 1, 2023;

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.

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.

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.

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:

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.

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:

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:

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.

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).

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:

7 · 8. The bid placed in the system shall have an audit trail which includes bidder's 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:

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 priority'.

7 · 11.2. Coupon discovered during bidding: All bids shall be arranged as per 'yield time priority'.

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 · 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:

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.

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:

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.

13 · The provisions of the November 30, 2022 circular came into effect from January 1, 2023;

1 · 1A 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 · 2Out of the fourteen ISINs maturing in a financial year, the bifurcation of ISINs shall be as under:

1 · 3Where 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 · 4Further, 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 · 5The above threshold may be reviewed periodically to further reduce fragmentation in the corporate bond market.

2 · 1A 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 · 2Out of the seventeen ISINs maturing in a financial year, the bifurcation of ISINs shall be as under:

2 · 3Where an issuer issues only structured/ market linked debt securities, the maximum number of ISINs allowed to mature in a financial year shall be twelve.

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.

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-

9 · Reporting and Monitoring:

9 · 1. Issuers:

9 · 2.Obligations of stock exchanges and depositories:

14 · The phrase "Stock Exchange" inserted on July 07, 2023

10 · Illustration:

11 · The Stock Exchanges and Depositories shall communicate to SEBI, the status of implementation of the provisions of this chapter r

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:

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.

15 · For the issuances made after April 1, 2023

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.

2 · 1Utilisation 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 · 2Details 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 · 3The following additional disclosures shall be made in the Annual Report:

2 · 4Impact 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 · 5Disclosures of major elements of Business Responsibility and Sustainability Reporting (BRSR) as mentioned in Annex-IXA to this circular.

3 · 1Post -issue management of the use of proceeds from the green debt security,

3 · 2Verification of the internal tracking and impact reporting.

4 · 1Maintain 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 · 2Ensure 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 · 3Utilise the proceeds only for the stated purpose, as disclosed in the offer document; and

4 · 4Ensure compliance with the Chapter IX-A of this circular on "Dos and don'ts relating to green debt securities to avoid occurrences of greenwashing"

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:

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

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:

2 · Provide the following details related to water discharged:

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.

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:

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 "instrument details" field in Centralized Database for corporate bonds/ debentures

2 · 3 Disclosure to Stock Exchanges, in case of a revision in the transition plan:

2 · 4 Disclosure in the Annual report:

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:

2 · 4.Appointment of third party valuation agency:

2 · 5.Primary issuance and sale of securities to retail investors:

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 inform 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

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 one 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 popup 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".

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

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.

1 · Applicability of the framework 16 :

1 · 1.This framework is applicable with effect from April 01, 2024 for LCs following April-March as their financial year. This framework is applicable with effect from January 01, 2024, for LCs which follow January-December as their financial year.

1 · 2.The framework shall be applicable for all listed entities 17 (except for Scheduled Commercial Banks), which as on last day of the FY (i.e. March 31 or December 31):

16 · The provisions of this Chapter are replaced vide circular SEBI/HO/DDHS/DDHS-POD1/P/CIR/2023/172 dated October 19, 2023

17 · Applicable to all Listed Entities other than Scheduled Commercial Banks whose specified securities or debt securities or non -convertible redeemable preference shares are listed on recognised Stock Exchanges

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).

2 · 2.An LC shall raise not less than 25% of its qualified borrowings by way of issuance of debt securities18 in the financial years subsequent to the financial year in which it is identified as an LC.

18 · Debt securities as defined under SEBI (Issue and Listing of Non- Convertible Securities) Regulations, 2021

2 · 3.For an entity identified as a LC, the following shall be applicable:

3 · 1.Pursuant to submission of financial results by listed entities as per regulations 33 and 52 of LODR Regulations, the Stock Exchanges shall,

3 · 2.Based on the financial results submitted by LCs, the Stock Exchanges shall, in coordination with each other, calculate the incentive or dis-incentive as on the last day of FY "T+2" for the block starting FY "T". For LCs following AprilMarch as their financial year, the incentive or dis-incentive shall be calculated as on March 31, FY "T+2" for FY "T". Similarly, for LCs following JanuaryDecember as their financial year, the incentive or dis-incentive shall be calculated as on December 31, FY "T+2" for FY "T". The Stock Exchanges shall intimate the same to the LCs as follows:

3 · 3.As regards the incentive/ dis-incentive with respect to the contribution to the core SGF, the Stock Exchanges shall share relevant information with the LPCC by May 31 st for LCs following April-March as their financial year or by February 28th/29th for LCs following January-December as their financial year, as applicable.

3 · 4.The Stock Exchanges shall make necessary amendments to the relevant byelaws, rules and regulations for the implementation of the above directions in coordination with one another to achieve uniformity in approach.

3 · 5.The Stock Exchanges shall put in place necessary systems and infrastructure for implementation of this circular .

4 · Responsibilities of the LPCC:

5 · Requirements for LCs identified based on the erstwhile criteria 19 :

19 · All listed entities (except for Scheduled Commercial Banks), which as on last day of the FY(i.e. March 31 or

20 · Eligible issuers as defined by LPCC for contribution to the core SGF

2026 · and

2027 · and

2028 · and

2030 · and

1 · : Illustration on the applicability of framework and calculation of Shortfall/

21 · FY2028 is T+2 for FY2026 (T). Surplus amount as of T+2 is 20 crores. Mandatory borrowing for the block period starting FY2026 was Rs.75 crore. Thus, % of surplus = 20/75 = 26.67%. 26.67% falling in 15.01-30% category as per table I of Annex-I shall correspond to 4% of annual listing fees.

22 · 26.67% falling in 15.01-30% category as per table II of Annex-I shall correspond to quantum of 0.02%.

23 · FY2027 is T+2 for FY2025 (T). Shortfall amount as of T+2 is Rs. 50 crore. Mandatory borrowing for the block period starting FY2025 was Rs.150 crore. Thus, % of shortfall = 50/150 = 33.33%. 33.33% falling in 30.01-50% category as per table IV of Annex-I shall correspond to quantum of 0.035%.

3 · 1.Investors: Issuers and stock exchanges shall ensure that only QIBs are allowed to participate in the issuance of all these non-equity regulatory capital instruments mentioned at paragraph 1 above.

3 · 2.Allotment size, face value and trading lot: The minimum allotment size, face value and trading lot size of these instruments shall be as specified in Chapter V of this circular.

3 · 3.Other requirements: Issuers, in addition to making disclosures as per Schedule II of the SEBI NCS Regulations, 2021, shall also make following specific disclosures about the following:

1 · 1. The issuer is permitted by RBI to issue such instruments,

1 · 2. The instruments form part of non-equity regulatory capital,

1 · 3. The instruments are perpetual debt instruments, perpetual noncumulative preference shares or instruments of similar nature and

1 · 4. The instruments contain a discretion with the issuer/ RBI for events including but not restricted to all or any of the below events:

2 · 1. Depositories:

2 · 2.Issuers:

2 · 3.Stock exchanges:

2 · 4.Credit Rating Agencies:

2 · 5.Debenture Trustees:

10 · Type of Instrument (relevant option may be selected (√)):

11 · Whether tax free (relevant option may be selected (√)):

12 · Whether bonds/ debentures fall under 'Infrastructure' category as per Government notification (relevant option may be selected (√)):

26 · Further issuance under same ISIN (yes/ no). If yes, provide the following details of all the previous issuances under the same ISIN:

27 · Objects of the issue (details):

28 · ISIN:

29 · Series/ tranche (if any):

30 · Tranche No. (If any):

31 · Instrument description (short):

32 · Instrument description (long):

33 · Face value (per instrument):

34 · Tenure of the instrument at the time of issuance (in ___years; ____months; __days)

35 · Whether secured or unsecured (relevant option may be selected (√):

36 · Whether Guaranteed or Partially guaranteed (relevant option may be selected (√)):

37 · Credit enhancement details:

38 · Principal protected (yes/ no):

39 · Seniority in repayment (relevant option may be selected (√)):

40 · Coupon basis (relevant option may be selected (√)):

41 · Coupon type (relevant option may be selected (√)):

42 · Coupon rate (If variable, please specify the benchmark and the spread over/ under the benchmark; mention floor value and cap value if any):

43 · Whether step up/ step down coupon basis is available (relevant option may be selected (√)):

44 · Undertaking that the Day Count Convention is calculated as 'Actual/ Actual'. .

45 · A hyperlink (downloadable) for the 'allotment confirmation letter' reflecting the number of ISINs to be allotted to be made available.

46 · Whether put option available (yes/ no):

47 · Whether call option available (yes/ no):

48 · Indicate whether the instrument is rated (relevant option may be selected (√)):

49 · Credit rating with name of CRA and date of credit rating:

50 · Redemption date/ last conversion date (if convertible):

52 · Details of Partial Redemption:

53 · Redemption premium details (if any):

54 · Maturity type (please specify) (relevant option may be selected (√)):

55 · Default history information:

56 · " Shelf prospectus/ Information Memorandum/ Offer Documents/ Tranches/ Series" hyperlink (downloadable) or hyperlink to stock exchange(s) website:

1 · Listing Details:

5 · Payment Status:

1 · Reporting and clearing of trades in non-convertible securities:

1 · 1.All OTC trades in non -convertible securities shall be reported only on any one of the reporting platforms provided in the debt segment of stock exchanges viz . NSE, BSE and MSEI within fifteen minutes of the trade.

1 · 2.All regulated entities, listed corporates, " Institutional Investors " as defined under SEBI ICDR Regulations, 2018, all India financial institutions and any other entity as allowed by stock exchanges from time to time may use the RFQ platform of stock exchanges for interaction amongst the market participants to negotiate transactions amongst themselves, where an initiator may request other participants for a quote.

1 · 3.The reporting of OTC trades in non-convertible securities shall be made by all person(s) dealing in such securities irrespective of whether they are SEBI registered intermediaries or otherwise, as per below mentioned format 24 :

1 · 4.Mutual funds, while reporting their trades in such securities shall also report their inter -scheme transfers on the reporting platform of exchanges. The mutual

24 · Modified vide SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/159 dated November 24, 2022 (the provisions of this circular came into effect from January 1, 2023).

1 · 5.All trades in non -convertible securities shall necessarily be cleared and settled either through NSCCL or ICCL or MCCIL .

2 · Reporting and clearing of trades in SDIs:

2 · 1.All trades in SDI (listed or unlisted) by mutual funds , foreign institutional investors/ sub -accounts/ qualified foreign investors/ foreign portfolio investors, alternative investment funds, foreign venture capital investors and portfolio managers and RBI regulated entities shall be reported on any one of the trade reporting platforms of either NSE, BSE or MSE within fifteen minutes of the trade. The reporting of a trade must be done by the buyer and the seller on the same platform to ensure matching of both sides of the trades.

2 · 2.To provide transparency and efficient pricing of SDI, the reporting platforms shall provide continuous data pertaining to SDI, comprising of issuer name, ISIN number, face value, maturity date, current coupon, last price reported, last amount reported, last yield (annualized) reported, weighted average yield/ price, total amount reported and rating of SDI. The stock exchanges shall also provide on its website offer document/ continuous disclosures, if any, relating to the SDI traded and such other additional information pertaining to the trade/ reporting.

2 · 3.All trades in SDI (listed or unlisted) done between specified entities namely, mutual funds, foreign institutional investors/ sub-accounts/ qualified foreign investors/ foreign portfolio investors, alternative investment funds, foreign venture capital investors and portfolio managers and RBI regulated entities, as specified by RBI, shall necessarily be cleared and settled through NSCCL or ICCL or MCCIL.

2 · 4.Specified entities shall ensure that their systems and processes are adequate for implementation of the provisions of this circular.

3 · Reporting and clearing of trades in CPs or CDs:

3 · 1.All SEBI regulated entities shall report their OTC transactions in CPs and CDs on the FIMMDA reporting platform within 15 minutes of the trade for online dissemination of market information as per detailed guidelines issued by FIMMDA.

3 · 2.All SEBI regulated entities shall settle their OTC trades in CDs and CPs on the lines of already existing process for settlement of OTC trades in non-convertible securities, through NSCCL, ICCL and MCCIL.

4 · Reporting of trades by both seller and buyer:

5 · Availability of RFQ platform and reporting platform:

5 · 1.The RFQ platform of stock exchanges shall be available from 9 AM to 5 PM on all working days. Stock exchanges shall ensure that the norms are harmonious between them.

5 · 2.All reporting platforms of stock exchanges shall be operational from 9 AM to 5:15 PM or as may be prescribed from time to time.

5 · 3.All trades that take place after 5 PM on the day of the trade shall be reported between 9 AM to 9:15 AM the next day.

6 · Other obligations:

6 · 1.There shall be no shut period during which trades/ transfers are restricted for payment of interest or part redemptions. For other corporate actions such as redemptions/ put-call options, issuers may choose to specify a shut period.

6 · 2.Stock exchanges shall coordinate among themselves to ensure that the information reported with them is aggregated, checked for redundancy and disseminated on their website in a homogenous manner. The reporting may be made to either platform of BSE or NSE but not to both for the same transaction. Although, reporting may be done at either of the exchange platforms, BSE and NSE shall ensure that all the relevant details are disseminated by both the stock exchanges on their websites and that there is no segregation of data between the exchanges on the basis of its reporting origin.

6 · 3.Trade repository hosted by stock exchanges and depositories shall have appropriate link/ URL for an ISIN to the Centralised Database. Stock exchanges and depositories shall put in place a mechanism to enable the same.

6 · 4.The format to display reported trades and trades executed through RFQ platform on real time basis by stock exchanges is as under:

6 · 5.Further, the details of each individual trade occurred in that particular ISIN shall also be made available as a dropdown at ISIN level.

6 · 6.To capture data from all the platforms on which the trades of debt securities takes place, stock exchanges shall provide trades in debt securities across stock exchanges summarized on the basis of ISIN on daily basis in the following format:

6 · 7.Stock exchanges may share the listing file between them on daily basis.

6 · 8.All transactions cleared and settled in terms of this circular will be subject to such norms as may be specified by NSCCL, ICCL and MCCIL.

6 · 9.Stock Exchanges shall monitor the compliance of the provisions of this chapter and bring to the notice of SEBI, periodically, discrepancies in reporting of OTC trades by investors.

25 · PART I: If an issuer has already filed a General Information Document under Regulation 50A(1) of SEBI NCS Regulations, 2021 for issue of non-convertible securities with a Stock Exchange during a year, which is valid as on date of filing application with a Stock Exchange for listing Commercial Paper, then the issuer shall forward an application for listing along with following disclosures to the concerned stock exchange(s):

25 · Inserted on July 07, 2023

26 · PART II: Issuers who desire to list CP but not covered in Part I above shall forward an application for listing along with following disclosures to the concerned stock exchange(s).

1 · 1.Details of the issuer:

1 · 2.Details of the directors:

1 · 3.Details of change in directors in last three financial years including change, if any, in the current year:

26 · Modified on July 07, 2023

1 · 4.List of top 10 holders of equity shares of the company as on the latest quarter end:

1 · 5.Details of the statutory auditor:

1 · 6.Details of the change in statutory auditors in last three financial years including any change in the current year:

1 · 7.List of top 10 NCD holders (as on …….):

1 · 8.List of top 10 CP holders (as on …….):

2 · Material Information:

2 · 1.Details of all default(s) and/ or delay in payments of interest and principal of CPs, (including technical delay), debt securities, term loans, external commercial borrowings and other financial indebtedness including corporate guarantee issued in the past 5 financial years including in the current financial year.

2 · 2.Ongoing and/ or outstanding material litigation and regulatory strictures, if any.

2 · 3.Any material event/ development having implications on the financials/ credit quality including any material regulatory proceedings against the issuer/ promoters, tax litigations resulting in material liabilities, corporate restructuring event which may affect the issue or the investor's decision to invest/ continue to invest in the CP.

3 · 1.Details of debt securities and CPs:

3 · 2.Details of secured/ unsecured loan facilities/ bank fund based facilities/ rest of the borrowing (if any , including hybrid debt like foreign currency convertible bonds (FCCB), optionally convertible debentures/ preference shares) from banks or financial institutions or financial creditor, as on last quarter end:

3 · 3.The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued, contingent liability including DSRA guarantees/ any put option etc.

4 · Issue Information:

4 · 1.Details of current tranche including ISIN, amount, date of issue, maturity, all credit ratings including unaccepted ratings, date of rating, name of credit rating agency, its validity period, declaration that the rating is valid as at the date of issuance and listing, details of issuing and paying agent and other conditions, if any .

4 · 2.CP borrowing limit, supporting board resolution for CP borrowing, details of CP issued during the last 15 months.

4 · 3.End -use of funds.

4 · 4.Credit support/ enhancement (if any):

5 · Financial Information:

5 · 1. Audited/ limited review half yearly consolidated and standalone financial information:

5 · 2.Latest audited financials should not be older than six months from the date of application for listing.

5 · 3.Provided that listed issuers (who have already listed their specified securities and/ or NCDs and/ or NCRPS) who are in compliance with SEBI LODR Regulations, 2015, and/ or issuers (who have outstanding listed CPs) who are in compliance with the continuous listing conditions mentioned at paragraphs 710 below, may file unaudited financials with limited review for the stub period in the current year, subject to making necessary disclosures in this regard including risk factors .

5 · 4.Latest available limited review quarterly financial results in case an issuer is not having any listed specified securities and is required to prepare such results on quarterly basis for consolidation of financial results of its holding company, under the requirement of any applicable law(s).

6 · ALM disclosures:

6 · 1.NBFCs/ HFCs seeking to list their CPs shall also make disclosures as specified in Chapter III of this circular.

6 · 2.On approval of the listing application by the concerned stock exchange(s), the disclosures so provided along with the application for listing, shall be made available on the website of the concerned stock exchange(s).

7 · Financial results:

7 · 1. Issuers who have listed their specified securities under Chapter IV of SEBI LODR Regulations, 2015 and also have outstanding listed CPs shall prepare and submit financial results in terms of regulation 33 of SEBI LODR Regulations, 2015 and additional line items as required under regulation 52(4) of SEBI LODR Regulations, 2015 .

7 · 2. Issuers who have listed NCDs, NCRPS' or both under Chapter V of SEBI LODR Regulations, 2015 and also have outstanding listed CPs or who only have outstanding listed CPs shall prepare and submit financial results in terms of regulation 52 of SEBI LODR Regulations, 2015 .

8 · 1. Details such as expected default/ delay/ default in timely fulfilment of its payment obligations for any of the debt instrument;

8 · 2. Any action that shall affect adversely, fulfilment of its payment obligations in respect of CPs;

8 · 3. Any revision in the credit rating;

8 · 4. A certificate confirming fulfilment of its payment obligations, within 2 days of payment becoming due.

10 · A certificate from the CEO/ CFO to the recognized stock exchange(s) on quarterly basis certifying that CP proceeds are used for disclosed purposes, and adherence to other listing conditions, as specified in this chapter.

11 · The stock exchange(s) shall put in place a framework for imposition of fine, in case of non -compliance and/ or inappropriate disclosures by issuers.

10 · Disclose the entire process of basis of allotment in the final offer document.

11 · Debenture trustees to ensure independent assessment and diligence for the security offered for the proposed issue and also ensure dissemination of information as per the NCS Regulations.

12 · Issuer can roll -over the debt securities by providing notice and publicly disseminating such information as per the applicable regulations.

13 · Issuer to promptly inform the stock exchange(s) all information bearing on its performance/ operation, price sensitive information or any action that shall affect payment of interest/ coupon or redemption of the debt securities.

10 · Right of free transferability and nomination subject to applicable laws and regulations.

11 · Such other rights, as may be available to the holder of debt securities under the Companies Act, the Listing Regulations and the Articles of Association of the Company and other applicable laws.

10 · Obtain all the necessary approvals from the relevant statutory and/ or regulatory authorities before applying.

11 · Ensure that the application form is signed by the ASBA account holder in case the investor is not the account holder.

12 · Ensure that the bidder's depository account is active, the correct DP ID, Client ID, PAN, UPI ID, as applicable, are mentioned in the bid-cum-application form.

13 · Ensure that the application form bears the stamp of the relevant designated intermediary(ies) to whom it is submitted.

14 · Tick the relevant column "Category of Investor" and option/ series of debt securities in the application form.

15 · Guardians applying for minor applicants need to mention the PAN of the minor.

10 · Do not submit applications made by an investor who is ineligible as per relevant regulatory guidelines, as mentioned in the offer document.

11 · Investors should not submit applications seeking allotment in dematerialized form whose demat accounts have been 'suspended for credit'.

12 · Do not submit applications to the designated intermediaries at centers other than those mentioned in the application form.

10 · Debenture trustees to ensure independent assessment and diligence for the security offered for the proposed issue of debt securities.

27 · Letters to BSE and NSE dated September 24, 2021; NSE Circular Ref. No: NSE/CML/2021/09 dated September 28, 2021; BSE Notice No. 20210929-2 dated September 29, 2021; and SEBI Circular No. SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000152 dated November 10, 2022;

5 · 1. Such entity shall be a company incorporated in India and register itself as a stock broker in the debt segment of the Stock Exchange(s);

5 · 2. 28An entity acting as an Online Bond Platform Provider, shall offer only the following products or securities or services on its Online Bond Platform:

28 · Modified vide circular No. SEBI/HO/DDHS/ POD1/P/CIR/2023/194 dated December 28, 2023 .

5 · 2.1. Listed debt securities, listed municipal debt securities and listed securitised debt instruments;

5 · 2.2. Debt securities, municipal debt securities and securitised debt instruments proposed to be listed through a public offering;

5 · 2.3. Listed Government Securities, State Development Loans and Treasury Bills;

5 · 2.4. Listed Sovereign Gold Bonds; and

5 · 2.5. Other products or securities or services that are regulated by a financial sector regulator viz. SEBI, RBI, IRDAI or PFRDA.

5 · 3. Restriction of products offered on an Online Bond Platform:

5 · 3.1. While a few Online Bond Platform Providers have commenced operations, the following are observed:

5 · 3.2. The aforesaid practices are not as per the mandate provided in the NCS Regulations and the OBP circular.

5 · 3.3. It is reiterated that an entity acting as an Online Bond Platform Provider shall cease to offer on its Online Bond Platform or any other platform/ website, products or services not permitted under the clause 5.2 of this Chapter.

5 · 3.4. 29It is also reiterated that an entity acting as an Online Bond Platform Provider shall divest itself of offerings of other products or securities or services which are not permitted under the clause 5.2 of this Chapter.

5 · 3.5. A holding company, subsidiary or associate of an Online Bond Platform Provider or any third party shall not utilize the name/ brand name/ any name resembling to that of the Online Bond Platform Provider or the Online Bond Platform for undertaking any activity or offering products/ securities or services (including offering of unlisted securities) that are not regulated by a financial sector regulator viz. SEBI, RBI, IRDAI, or PFRDA.

5 · 3.6. An Online Bond Platform Provider shall not have on its Online Bond Platform or any other platform/ website, any link or tab to websites/ platforms of its holding company, subsidiary or associate, undertaking any activity or offering products/ securities or services (including offering of unlisted securities) that are not regulated by a financial sector regulator viz. SEBI, RBI, IRDAI, or PFRDA.

5 · 3.7. 30If the online bond platform or any other platform/ website of the Online Bond Platform Provider has any link/ tab to websites/ platforms offering products or securities or services that are regulated by other financial sector regulators viz. RBI, IRDAI, or PFRDA, then once a user clicks on such tab/ link, the following disclaimer shall be displayed at all times in legible font:

29 · Modified vide circular No. SEBI/HO/DDHS/ POD1/P/CIR/2023/194 dated December 28, 2023.

30 · Modified vide circular No. SEBI/HO/DDHS/ POD1/P/CIR/2023/194 dated December 28, 2023

31 · In case the Online Bond Platform Provider offers products or securities or services that are regulated by SEBI on its online bond platform or any other platform/ website, the relevant SEBI regulations as applicable to the product / security / service shall apply.

5 · 3.8. A holding company, subsidiary or associate of an Online Bond Platform Provider undertaking any activity or offering products/ securities or services (including offering of unlisted securities) that are not regulated by any financial sector regulator viz. SEBI, RBI, IRDAI, or PFRDA, shall neither have access to or receive any information about a user of the Online Bond Platform nor cross -sell products/ securities or services to a user of the Online Bond Platform.

5 · 4. Such entities, in addition to complying with regulation 51A of the SEBI NCS Regulations, 2021, shall ensure compliance with the requirements specified in Annex - XXIA to this circular.

7 · 1. bring the provisions of this circular to the notice of the Stock Brokers and also disseminate the same on their websites; and

7 · 2. monitor the operations carried out by an OBPPs.

31 · Inserted vide circular No. SEBI/HO/DDHS/ POD1/P/CIR/2023/194 dated December 28, 2023

1 · Roles and obligations:

1 · 1. The entity has appointed a Company Secretary as a compliance officer.

1 · 2. The entity has appointed at least two qualified key managerial personnel with experience of at least three years in the securities market;

2 · 1. The entity owns, operates and maintains robust technology infrastructure with a high degree of reliability, availability, scalability and security in respect of its systems, data and network, appropriate to support its operations and manage the associated risks.

2 · 2. The entity has adequate and suitable systems in place to disseminate information pertaining to transactions on a real-time or a near real-time basis.

2 · 3. The entity has the organizational capabilities, technology and systems and safeguards for maintaining data privacy and preventing unauthorized sharing of data.

2 · 4. The entity shall ensure open access and open architecture to all potential investors/ sellers on a non -discriminatory and uniform basis.

3 · 1. Access and participation: It shall:

3 · 1.1. have an objective, fair and transparent criteria for registration of users or investors or sellers on its OBP;

3 · 1.2. undertake due diligence at the time of registration of users/ investors/ sellers on its OBP;

3 · 1.3. establish necessary systems and frame suitable policies, in writing, for registration of users/ investors/ sellers on the OBP, execution of transactions and orders, roles and responsibilities of investors and sellers, risk management and control, liability framework for OBP, investors and sellers in case of breach of the policies, restrictions or other requirements that may apply for accessing the OBP;

3 · 1.4. ensure data governance by making information available regarding, but not limited to Price, yield, face value, quantity, coupon, date of maturity, put/call option, copies of the prospectus/ offer documents or any other related literature or such other information, to its investors and sellers in a fair and non -discriminatory basis;

3 · 1.5. ensure data integrity and privacy.

3 · 2. Agreement with sellers of products or securities or services as specified in clause 5.2.1 to 5.2.4 of this Chapter: Where the entity allows third party sellers of products or securities or services as specified in clause 5.2.1 to 5.2.4 of this Chapter, to use the OBP to sell such products or securities or provide such services, the entity shall, before taking up an assignment of offering of such products or securities or services on its OBP, enter into an agreement in writing with such sellers that clearly

3 · 3. Know Your Client (KYC) for on-boarding investors and sellers: The entity shall comply with Know Your Client (KYC) requirements and verify the identity

3 · 4. Execution of orders: The entity shall ensure that:

3 · 4.1. All Orders placed on an Online Bond Platform with respect to securities, as specified in clause 5.2.1 of this circular shall be mandatorily routed through the RFQ platform of a recognised Stock Exchange and settled through the respective Clearing Corporation.

3 · 4.2. All Orders with respect to securities as specified in clauses 5.2.2 of this circular shall be routed and settled through a Stock Exchange mechanism.

3 · 4.3. All Orders with respect to securities as specified in clauses 5.2.3 and 5.2.4 of this circular shall be routed and settled through a Stock Exchange mechanism, unless otherwise specified by RBI.

3 · 4.4. 32All Orders with respect to securities as specified in clause 5.2.5 of this circular shall be as per the applicable laws and regulations of the respective financial sector regulators.

3 · 5. Risk Profiling: The entity may, on its OBP, evaluate through a set of questionnaires with appropriate risk factors and disclaimers, the optimum level of investment risk an investor or seller is willing to take, taking into account multiple factors such as risk appetite, age, investment horizon, etc.

3 · 6. Issue of order receipt, deal sheet and quote receipt in case products or services or securities as specified in clause 5.2.1 to 5.2.4 33 of this Chapter:

32 · Inserted vide circular no. SEBI/HO/DDHS/ POD1/P/CIR/2023/194 dated December 28, 2023

33 · Modified vide circular no. SEBI/HO/DDHS/ POD1/P/CIR/2023/194 dated December 28, 2023;

3 · 6.1. Order receipt to investor on placement of order: The entity shall, on placement of an order by an investor, shall issue without delay to the investor, an electronic order receipt which shall, inter-alia, include date and time of order, details of counter-parties involved, quantity and amount proposed to be transacted, etc.

3 · 6.2. Deal Sheet to investor post execution of the order: The entity shall, upon execution of the order, forthwith issue a deal sheet to the investor for all transactions, stating all the relevant information regarding the transaction which shall inter-alia include date and time of placing of the order, date and time of settlement of the order, details of counter -parties involved, quantity and amount transacted, as may be applicable.

3 · 6.3. Quote receipt to seller post execution of the order: The entity, post execution of order, in case of third party sale of debt products or securities or services on the OBP, shall issue without delay to the seller, a quote receipt which shall, inter-alia, include date and time of quote, details of counter-parties involved, quantity and amount quoted, etc .

3 · 7. Issuance of alerts to investors and sellers: The entity shall ensure that investors and sellers are also regularly updated on the status of transactions electronically through SMS, email etc.

7 · 1. It has a comprehensive risk management framework covering all aspects of its operations and shall ensure that risks associated with its operations are identified properly and managed prudently.

7 · 2. It shall have a mechanism to:

7 · 2.1. ensure access control for its investors and sellers and prevent unauthorised access to the OBP;

7 · 2.2. prevent unfair access and avoid all actual, potential or perceived conflicts of interest;'

7 · 2.3. ensure that all transactions on the OBP, without exception, are dealt within a fair, non-discriminatory, non-discretionary and orderly manner; and

7 · 2.4. prevent transactions that are not in compliance with the prevailing legal or regulatory requirements.

7 · 3. It shall, establish appropriate controls to reduce the likelihood of erroneous transactions such as fat -finger errors, unintended or uncontrolled trading activity by investors and sellers.

10 · Data integrity - Preservation, access and use of data: The entity undertakes to:

10 · 1. maintain all data relating to its activities in an easily retrievable media.

10 · 2. maintain confidentiality and security of all data relating to its activities and strictly control access to such data.

11 · Reporting and disclosure requirements:

11 · 1.The entity shall, in addition to the information required to be submitted under various SEBI regulations, submit such information as may be required by the Stock Exchange(s) in relation to their operations.

11 · 2.The Stock Exchange(s) may require OBPPs to disclose information/ reports periodically including the following: -

11 · 2.1. particulars regarding the transactions executed on the OBP;

11 · 2.2. particulars regarding the products or services or securities as specified in clause 5.2 of this Chapter, offered on the OBP;

11 · 2.3. any change in the information or particulars previously furnished, which have a bearing on their activities as an OBPP;

11 · 3.An OBPP shall keep the Stock Exchange(s) informed of events resulting in disruption of activities or market abuse without undue delay.

11 · 4.Stock Exchanges shall ensure periodic monitoring of the OBPPs regarding the compliance with the requirements mentioned in this circular and also bring to the notice of SEBI, any instances of non-compliance.

10 · Name of Debenture trustee

11 · Yield: Current yield and yield to maturity; calculation of such yields

12 · Offer documents -Prospectus / Private Placement Memorandum (pdf available for download)

13 · Any other documents as may be specified by SEBI from time to time.

34 · Modified vide circular No. SEBI/HO/DDHS/ POD1/P/CIR/2023/194 dated December 28, 2023; erstwhile provision is given below

3 · Basic features of the RFQ platform:

3 · 1.The RFQ platform is a system or interface for inviting and/ or giving quotes on an electronic platform.

3 · 2.A participant who seeks quote(s) is termed as an Initiator and a participant who acts/ responds to the quote requests of the Initiator is termed as a Responder.

3 · 3.A participant may request other participants for a quote for eligible securities.

3 · 4.The Initiator has the option to place quote(s) by disclosing its name or anonymously.

3 · 5.The quote can be placed to an identified counterparty (i.e. 'One to One' (OTO) mode) or to all the participants (i.e. 'One to Many' (OTM) mode).

3 · 6.The platform provides the participants a range of options to seek a quote and to respond to a quote, while keeping an audit trail of all interactions i.e. quoted yield, mutually agreed price, deal terms etc.

3 · 7.The quotes will be bilaterally negotiated between the counterparties, based on specified parameters. The acceptance of a quote by a participant will be considered as mutual agreement between the parties for the given deal.

4 · 1.Non -convertible securities;

4 · 2.Securitised Debt Instruments;

4 · 3.Municipal Debt Securities;

4 · 4.Commercial Paper;

4 · 5.Certificate of Deposit;

4 · 6.Government Securities;

4 · 7.State development Loans;

4 · 8.Treasury Bills; and

4 · 9.Any other instrument, as may be specified by Stock Exchanges in consultation with SEBI.

8 · Mode of Settlement:

35 · Inserted on July 07, 2023

4 · 1. The eligible issuers shall be notified by the LPCC as per its risk management policy.

4 · 2. An amount of 0.5 basis points of the issuance value of debt securities per annum based on the maturity of debt securities shall be collected by the Stock Exchanges and placed in an escrow account prior to the allotment of

4 · 3. the debt securities. This amount is applicable on a public issue or private placement of debt securities under the SEBI NCS Regulations, 2021.

4 · 4. Stock Exchanges shall transfer the amounts so collected to the bank account of the LPCC within one working day of the receipt of the amount and inform the details of the same to the LPCC.

4 · 5. The details of the amounts so collected shall also be disclosed by the Stock Exchanges on their websites.

4 · 6. The above mentioned charges shall be collected on the basis of Actual/ Actual. The LPCC shall provide an illustration of the calculation of the amounts to be contributed by the eligible issuers.