Listed vs unlisted bonds in India

What listing means for a bond

Bonds and non-convertible debentures (NCDs) reach the exchange in one of two ways. In a public issue the company files a prospectus and anyone can apply; in a private placement it offers the bonds to selected investors and then lists them. SEBI's rules for both are the Issue and Listing of Non-Convertible Securities (NCS) Regulations, 2021, and its master circular for non-convertible securities.

Almost all listed corporate debt is privately placed. SEBI's annual report for 2025-26 counts ₹9,11,078 crore raised through listed debt issues in the year, of which private placements were 98.8%; 43 public issues raised ₹11,343 crore.

Listing comes with obligations. An issuer of listed debt must arrange with the depositories for the bonds to be held in demat form (NCS regulation 7). After a private placement it must apply for listing within the time SEBI sets, and if listing is delayed it pays holders additional interest over the coupon (regulation 44). Once listed, it is bound by SEBI's listing rules (the LODR Regulations): among other things, it must tell the exchange within one working day of a payment falling due whether it has paid, and keep at least 100% security cover on secured debt.

Listed and unlisted bonds side by side

The table sets out the differences that matter to a retail investor. The listed column describes what SEBI's rules require; for an unlisted bond, the terms of the issue itself decide most of these points.

How you buy and sell a listed bond

You can apply for a listed NCD in its public issue; our NCD issue tracker lists recent ones, each recorded at a face value of ₹1,000, though a series can differ (PFC's January 2026 zero-coupon Series III was ₹1,00,000 a bond). After listing, or for privately placed bonds, you buy on the secondary market through a stock broker or an online bond platform (OBPP). A privately placed bond trades in lots equal to its face value, which for a new private placement is ₹1 lakh under SEBI's master circular, or ₹10,000 if conditions are met.

For a ₹10,000 face value the issuer has to appoint a merchant banker. Since a SEBI circular of 7 October 2026 it can skip that if it is regulated by SEBI, the RBI, IRDAI or PFRDA, has been listed for at least a year with no pending LODR penalties, has not defaulted on its debt in the last three financial years or the current one, and the bond is senior, secured by a first or pari passu charge (unless the issuer is a public sector body) and rated AA- or above.

SEBI's rules for OBPPs tie them to listed securities. An OBPP must be a company registered as a stock broker in the debt segment. It may offer listed debt, debt that is to be listed through a public issue, listed government securities, SDLs and Treasury bills, and listed sovereign gold bonds. It must make available each bond's price, yield, face value, coupon, maturity, call and put dates and offer documents. The list of SEBI-registered bond platforms and the platform fee comparison cover who they are and what they charge.

Once SEBI's circular of 7 October 2026 takes effect, 45 days after issue (about 21 November 2026), offer documents, advertisements and OBPP pages for listed and to-be-listed debt must show a Credit Risk-o-Meter. It maps the bond's credit rating to six colour-coded levels, from lowest credit risk for AAA to high to very high risk of default for B+ and below, uses the lowest rating where there are several, and must show the word unsecured in bold red text for unsecured debt. The credit rating guide explains the rating scale behind it.

Unlisted bonds: where they come from and what to check

SEBI's listing rules limit where unlisted debt can come from. A company whose NCDs are already listed must list every NCD it issues on or after 1 January 2024 (LODR regulation 62A). The exceptions are capital gains bonds issued under the old section 54EC, NCDs issued under agreements with multilateral institutions, and NCDs issued on the order of a court, tribunal or financial-sector regulator. The section 54EC bonds guide covers the first group.

Unlisted debt is also kept away from the regulated platforms. The NCS master circular says unlisted securities may not be offered on an OBPP or on any other platform or website, and an OBPP's group entities may not use its brand for unregulated or unlisted products, link to them or cross-sell them. An unlisted bond offered to you is therefore not coming through the SEBI-regulated platform route.

Without a listing, there is no exchange price to check the price you are offered against, no exchange settlement when you sell, and none of the LODR disclosures. Since 23 July 2024, a gain on an unlisted bond or debenture is always taxed as short-term at your slab rate, however long you held it. The bond taxation guide has the details.

• Ask why the bond is not listed, and which of SEBI's rules, if any, apply to it.
• Read who the debenture trustee is, if there is one, and what security the bond carries.
• Find out how you would sell before maturity, and to whom.
• Price in the tax: a gain is taxed at your slab rate however long you hold it.
• For a listed bond, check the listing on BSE or NSE by its ISIN, and read the rating, the security and the trustee's disclosures; the secured bonds guide shows how.