SEBI Proposes Higher ISIN Limits for Private Debt and Rethink of Mandatory Listing Rule
SEBI has proposed raising the cap on ISINs for privately placed debt securities and dropping the rule that forces a first-time debt lister to also list its older unlisted NCDs. The SEBI consultation paper on review of provisions related to ISIN for debt securities, dated 10 August 2026, invited public comments until 31 August 2026. It is relevant to frequent debt issuers, NBFCs, large corporates, merchant bankers, debenture trustees and the CS and CA professionals who handle their listing compliance.
Why SEBI is reviewing the ISIN cap
The ISIN limits sit in Chapter VIII of the SEBI Master Circular for Issue and Listing of Non-Convertible Securities dated 15 October 2025. Their stated purpose is to reduce fragmentation in the primary market and improve liquidity in the secondary market, since each separate ISIN is a distinct security that trades on its own.
According to the paper, market participants told SEBI that the present cap causes bunching of liabilities in the same year, which complicates liquidity management and raises refinancing risk, especially for NBFCs managing asset-liability gaps. Issuers classified as Large Corporates, who must raise at least 25% of their borrowings through debt securities under the Large Corporate framework, said the cap makes that obligation harder to meet. Participants also asked SEBI to clarify which instruments count as "structured debt securities".
Proposed ISIN limits
| Category | Current limit (maturing per financial year) | Proposed limit |
|---|---|---|
| Plain vanilla debt securities | 9 | 12 |
| Structured and market-linked debt securities | 5 | 5, widened to also cover Floating Rate Bonds, Zero Coupon Bonds and Tier II bonds |
| Total | 14 | 17 |
| Capital gains tax debt securities (section 54EC bonds, authorised issuers) | 6 additional | 6 additional (unchanged) |
For large borrowers, the paper proposes extra plain vanilla ISINs linked to outstanding debt. Once outstanding borrowing crosses Rs 15,000 crore, one more ISIN would be allowed for each additional Rs 3,000 crore of issuance:
- Up to Rs 15,000 crore outstanding: 12 ISINs
- Rs 15,001 crore to Rs 18,000 crore: 13 ISINs
- Rs 18,001 crore to Rs 21,000 crore: 14 ISINs
- Each further Rs 3,000 crore: one more ISIN
Two categories would be kept out of the count altogether: Government of India serviced or Extra Budgetary Resources (EBR) bonds, and Environment, Social and Governance (ESG) debt securities. Under the draft, the revised circular provisions would apply with immediate effect once issued.
Regulation 62A of the LODR Regulations
Regulation 62A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 currently requires an entity that lists its debt securities to also list, within three months, all its outstanding unlisted non-convertible debt securities issued on or after 1 January 2024. SEBI's paper records that this retrospective requirement has discouraged new issuers from listing debt, because listing issues that are already subscribed involves significant cost.
The proposed text keeps only the forward-looking obligation: a listed entity whose non-convertible debt securities are listed on or after the date the amendment regulations are published would have to list all subsequent non-convertible debt securities it issues. The draft also says the change does not affect listing requirements that already arose under Regulation 62A as it stood before the amendment, so entities already caught by the old rule would remain bound by it.
What issuers and advisers should do
- Map the issuer's current ISINs by year of maturity and category, and check whether structured, floating rate, zero coupon or Tier II issues are using up the plain vanilla quota.
- For large borrowers, work out the number of ISINs available under the proposed Rs 3,000 crore slabs.
- Check whether any GoI-serviced, EBR or ESG issues would fall outside the count.
- Companies planning a first listed debt issue should list their unlisted NCDs issued since 1 January 2024 and track whether the Regulation 62A change is notified before the listing date.
These remain proposals. The existing limit of 14 ISINs and the current Regulation 62A continue to apply until SEBI issues a revised circular and notifies amendments to the LODR Regulations. The full draft is available in the consultation paper PDF on the SEBI website.
Updated on 27 September 2026: added the official SEBI consultation paper links, the current 9 plus 5 ISIN split, the Rs 3,000 crore slab table, the 31 August 2026 comment deadline, SEBI's reasons for the review and the proposed Regulation 62A wording.
