Listed debt entities must list transferred unlisted NCDs after business rejig: Sebi

Mumbai: Market regulator Securities and Exchange Board of India (SEBI) has clarified that listed debt entities taking over outstanding unlisted non-convertible debentures (NCDs) as part of a corporate restructuring or business transfer cannot avoid mandatory listing requirements merely because no fresh debentures have been issued.

The clarification came through an interpretive letter issued in response to an informal guidance request from debt-listed company Ananya Finance for Inclusive Growth Private Limited, which sought regulatory clarity after assuming liabilities of its wholly owned subsidiary, Prayas Financial Services Private Limited, under a Business Transfer Agreement.

According to the company, the agreement executed on February 28, 2026, transferred all assets and liabilities of Prayas to Ananya Finance, including outstanding unsecured and unlisted NCDs issued in July 2024.

The company told SEBI that it had only taken over the obligations attached to the existing debentures and had neither issued fresh securities nor allotted new International Securities Identification Numbers (ISINs).

Ananya Finance sought SEBI’s guidance on whether the transfer of liabilities would amount to a fresh issuance requiring mandatory listing under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, or whether the debentures could continue to remain unlisted.