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JC - Legal Updates - SEBI revises the Framework for Debt Issuances by Large Corporates

Legal Updates

26 Oct 2023

SEBI revises the Framework for Debt Issuances by Large Corporates

Brief Overview:
The framework for fund raising by issuance of debt securities by large corporates (“LCs”) has been revised by the Securities Exchange Board of India (“SEBI”) vide its circular dated 19th October 2023 issued a revised.
Technical Details:
The key highlight of the revised framework is prescribed in the circular is provided below:
1)   This framework becomes applicable with effect from April 01, 2024, for LCs following April-March as their financial year (“FY”), and January 01, 2024, for LCs which follow January-December as their financial year (“FY”), respectively.
2)    The entities shall qualify as a large corporate if its fulfils all of the below criteria:
(a)   Entities having its equity / debt / non-convertible redeemable preference shares listed on the stock exchange; and
(b)   has an outstanding long-term borrowings of INR 1000 crores or more instead of the current requirement of INR 100 crores or more; and
(c)   credit rating of "AA” / “AA+” / “AAA”.
(3)   LCs to raise a minimum of 25% of its qualified borrowings (instead of the current requirement of incremental borrowings) by issuance of listed debt securities over a period of contiguous 3 financial years (including the current financial year).
(4)  Qualified borrowings shall mean incremental long term borrowings between 2 audited balance sheet dates (filed with the stock exchange), and excluding (i) external current borrowings, (ii) inter-corporate borrowings involving holding company and / or subsidiary company and / or associate company, (iii) grants, deposits or funds received as per the guidelines / directions of the Government of India, (iv) borrowings on account of interest capitalisation, and (v) borrowings for the purpose of scheme of arrangement involving mergers, acquisitions and takeovers.
The meaning of incremental borrowings did not include the points (iii), (iv) and (v) and it excludes only inter-corporate borrowings between parent and subsidiaries.
The circular becomes applicable for compliance for the financial year 2023 and will replace the current provisions for large corporates as set out in the SEBI norms.
For further details, please see:

   Revision to the Framework for fund raising by issuance of debt securities by large corporates.
For any queries / clarifications, please feel free to ping us and we will be happy to chat:

   Ms. Apurva Kanvinde (
   Mr. Smit Parekh (smit.parekh@jclex.com)
   Mr. Mannan Gala (mannan.gala@jclex.com)