INDIA Trends and Developments Contributed by: Anish Mashruwala, Utsav Johri, Megha Upadhyaya and Sahil Unadkat, JSA
Mandatory listing in certain cases A listed entity whose NCDs are listed on a stock exchange is now required to list all NCDs pro- posed to be issued by it. Further, a listed entity whose subsequent issues of unlisted NCDs made on or before 31 December 2023 are out- standing on such date has the option of listing such NCDs on the stock exchange. Additionally, a listed entity that now proposes to list NCDs is required to list all outstanding unlisted NCDs previously issued by it on or after 1 January 2024 on the stock exchange within three months from the date of listing of the new NCDs proposed to be listed. The Way Forward Despite uncertainties in the global markets and rising geopolitical tensions, investor senti- ment and deal making in India in FY 2025–26 is expected to continue with the momentum that began in 2024. The lessons from the past have allowed mature market players to use a combi- nation of onshore and offshore debt to structure within the allowed Indian exchange control regu- lations. The landscape of the domestic acquisi- tion finance market is expected to be driven by private credit funds and AIFs. Global banks and global credit funds are expected to continue to dominate the offshore acquisition financing mar- ket (both inbound and outbound).
tions from such model DTDs will be required to be disclosed to investors. Further, the SEBI recently sought public com- ments on certain proposals contemplated in relation to listed NCDs, such as: • reducing the limit for issuance of privately placed NCDs via the electronic book provider platform from INR50 crores to INR20 crores; • linking the quantum of the issue size allotted to anchor investors with the rating given to the NCDs; and • standardisation of no-objection certificates to be provided by existing lenders/charge hold- ers in the case of further charge creation on encumbered assets. Activity-based regulation for debenture trustees The SEBI has also approved a proposal for an activity-based regulatory framework for deben- ture trustees, wherein debenture trustees will need to hive off their activities that are regu- lated by financial sector regulators other than the SEBI to a separate entity within a prescribed time period.
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