The Tool Desk
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Before buying an Indian non-convertible debenture (NCD), verify the exact offer document, credit and security terms, payment mechanics, allotment rules and redemption provisions for that series. A coupon or credit rating is not a promise that every payment will arrive on time or that the principal is risk-free. This checklist shows what to record before applying, how to reconcile a public-issue allotment, how to track interest and what to confirm before maturity.
What to check before investing in an NCD
An NCD is a debt security that does not convert into equity. Your return depends on the contractual interest and redemption terms, the issuer’s ability to pay and your ability to exit at a reasonable price if you sell before maturity. Terms vary by issuer and series, so use the current offer document and later issuer or exchange notices for the security you are actually considering.
Start with the exact security identity
- Match the issuer name, series or tranche, security identifier, issue dates and proposed listing details across the offer document, application form and demat instructions.
- Record whether the instrument is secured or unsecured, the face value, minimum application and eligible investor categories.
- Write down the amount the issuer plans to raise and the stated use of proceeds. Compare that purpose with the issuer’s existing debt and cash-generation disclosures.
Read the offer document and every addendum
The offer document or prospectus is the controlling source for the issue’s commercial terms. SEBI’s May 2024 master circular consolidates the principal issue-and-listing framework, but amendments may follow; check the current regulatory text and the issuer’s latest notices.
- Issue size, opening and closing dates, listing venue and the process for changes or early closure.
- Investor categories, application limits, minimum application amount and the disclosed basis of allotment.
- Coupon, effective yield assumptions, interest frequency, maturity date, redemption amount and any step-up or other structured feature.
- Security, charge ranking, trustee, asset-cover covenant and events that could trigger enforcement or other remedies.
- Risk factors, defaults, delays, liquidity limitations, taxation language and the issuer’s contact details.
Credit, collateral and issuer due diligence
Use the rating rationale, not only the rating label
Record the rating agency, grade and date shown for the specific series. Read the rationale and every subsequent rating action available before you invest. A rating expresses an assessment, not a guarantee of payment. A January 2026 SEBI-hosted draft regulatory document lists default and non-guaranteed coupons among risk concerns; it is draft material, not final binding law, and should not be treated as a new statutory rule.
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Look for changes in outlook, watch status, downgrade history, missed or delayed obligations and the issuer’s explanations. Compare the debt burden with disclosed cash generation rather than assuming that a high coupon compensates for credit risk.
Understand what “secured” actually covers
For a secured NCD, identify the assets charged, the charge rank, the trustee, the disclosed asset-cover ratio and the conditions for maintaining that cover. Confirm whether the charge is exclusive or shared and what the documents say about substitution or release of assets. Security can improve recovery prospects but does not make an NCD risk-free: asset values can fall, enforcement can take time and the security may rank behind other claims.
For an unsecured NCD, there is no collateral pool offered in the same way. Your claim depends more directly on the issuer’s general ability to pay and the priority stated in the legal documents.
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Review servicing and financial information
- Read available audited financial statements, borrowings, repayment schedules and any disclosures about servicing existing debt.
- Check whether proceeds are for refinancing, working capital, capital expenditure or another purpose, and whether that use creates additional execution or refinancing risk.
- Note material litigation, regulatory action, guarantees, related-party transactions or other risk disclosures that could affect repayment.
Interest terms: build your own payment calendar
Do not convert an advertised annual coupon directly into the cash you expect to receive. The amount and timing depend on the issue’s coupon basis, payment frequency, record date, day-count convention, business-day treatment, taxes and the price you paid.
Record these fields from the offer document
| Field | What to write down | Why it matters |
|---|---|---|
| Coupon or yield basis | Contractual rate, fixed or variable basis, and any step-up or other formula | Separates promised cash flows from a headline annualised figure |
| Payment frequency | Monthly, quarterly, half-yearly, annual or another stated schedule | Determines when cash should arrive |
| First payment date | The first contractual interest date | First periods can differ from a normal full period |
| Each due date | Every scheduled interest date through maturity | Creates an exception-monitoring calendar |
| Record date | The date used to identify entitled holders | Ownership around this date can determine who receives a payment |
| Day-count convention | The fraction used for a partial period | Explains why cash may not equal rate divided by frequency |
| Holiday and business-day rule | The stated adjustment if a due date is not a working day | Sets the actual credit date and any interest adjustment |
| Payment mandate | Registered bank account, demat details and permitted electronic method | Incorrect details can delay or misdirect a payment |
| Tax wording | Withholding provisions and required forms in the current issue documents | Net cash can differ from the contractual amount |
Check payment instructions before the record date
Make sure the bank account and demat details held by the issuer, registrar and depository are consistent with the issue instructions. Update a mandate early; an update made after a record date may not affect that payment. Keep the application, allotment advice, account statement and payment confirmations together.
A SEBI-hosted prospectus illustrates a common structure in which interest and maturity proceeds are paid to holders shown in the register on the record date, using direct bank credit or another electronic method. That prospectus describes one issuer’s terms, not a universal rule. Use the current document for your series, including its tax language and dates, and obtain professional tax advice for your circumstances.
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Public-issue allotment: how to check what you received
Allotment is an issue outcome, not an automatic entitlement to the quantity requested. Before the issue closes, retain the application number, investor category, quantity and value sought, amount blocked or paid and the closing date.
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- Match the application. Search with the application number and the other requested identifiers. Confirm the allotted quantity and value against your original application.
- Check the demat credit. Compare the official result with your depository statement. Verify the security identifier and quantity, not only the rupee value.
- Reconcile the balance. If you received less than requested, check the disclosed category-based or proportional basis of allotment and the refund or release instruction for the unallotted amount.
- Check your bank statement. Confirm that any refund or release of blocked funds corresponds to the official result and the issue’s stated process.
- Escalate a mismatch. Retain the application, mandate, bank record, depository statement and official result. Contact the registrar or issue contact listed in the offer document, then use the current issuer, registrar or investor-grievance route if the issue remains unresolved.
SEBI public-issue rules contain category-based proportional-allotment provisions, but the final quantity depends on subscription and the issue-specific basis. The legal text is broad and is not a universal timetable or formula for every NCD, so do not copy a percentage or expected date from another issue.
What happens when an NCD reaches maturity?
Before applying, write down four separate items: the maturity date, the redemption amount, the last interest date and the treatment of a maturity date that falls on a non-working day. Then check whether the series permits an investor put, an issuer call, staggered redemption or another early-repayment event. Only rights expressly stated for that series apply.
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Prepare your account details
Confirm that your holder name, demat account and bank mandate are current before the relevant record date. A SEBI-hosted prospectus example uses the register on a record date for maturity payment and electronic credit, but that is an illustration rather than a universal convention. Follow the current offer document and any later issuer notice.
Do not assume principal is guaranteed
If the issuer pays as contracted, the redemption amount is the amount specified for the series, subject to the stated terms and applicable deductions. Default, delay, restructuring, insolvency, enforcement of security and market disruption can change the outcome. “Secured,” “rated” and “listed” each describe a feature; none alone guarantees recovery of principal.
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Compare like with like. A higher coupon can reflect weaker credit, longer exposure, lower liquidity or a different payment structure. Use the following axes in a side-by-side worksheet.
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| Comparison axis | Questions to answer |
|---|---|
| Issuer credit | What is the current rating, rationale, outlook and recent rating action? How does debt service compare with disclosed cash generation? |
| Security | Is the issue secured or unsecured? What is the charge priority, trustee arrangement and disclosed asset cover? |
| Cash return | What coupon and effective yield apply at your purchase price, after considering payment frequency, taxes and fees? |
| Term and optionality | What is the maturity, duration of exposure and any investor put, issuer call or staggered redemption? |
| Liquidity | Is there an actual secondary market, or merely a listing? What price could be available if you must sell before maturity? |
SEBI’s May 2025 circular on yield-to-price computation for cash-flow dates on the RFQ platform is a calculation reference with limited scope. It helps standardise a yield calculation for the covered transactions; it is not an endorsement of an issue and does not prove that buyers or sellers will be available. Compare yields on the same basis and keep contractual cash flows separate from the uncertain price of an early sale.
Risks and failure checks
Interest is late or missing
- Recheck the due date, record date, holiday rule and whether your name appeared in the relevant register.
- Verify the bank mandate and demat details against the issuer or registrar’s records.
- Look for an issuer or exchange notice about delay, default, restructuring or a revised payment process.
- Contact the listed issuer or registrar, preserve evidence and escalate through the current investor-grievance route if unresolved.
Allotment or refund does not match
Compare the official basis of allotment, your category and application quantity with the demat credit and bank release. Do not submit a duplicate application or assume an uncredited amount is lost until the registrar confirms the status.
You need to exit before maturity
Check recent traded prices and volumes for the exact security, not merely the fact that it is listed. A sale can occur below your purchase price, and a thin market may make execution slow or impossible at the price you want. Selling also changes the holder entitled to a later interest or redemption payment according to the issue’s record-date rules.
One-page NCD due-diligence worksheet
- Identity: issuer, series, security identifier, issue and listing dates.
- Economics: face value, application minimum, coupon or yield basis, payment frequency, first and final payment dates.
- Credit: rating agency, grade, date, rationale, outlook and subsequent actions.
- Security: secured or unsecured status, charged assets, rank, asset cover and trustee.
- Issuer: use of proceeds, audited financial information, debt, cash generation and debt-servicing disclosures.
- Allotment: application number, category, funds blocked or paid, official result, demat credit and refund.
- Redemption: maturity date, amount, last interest date, non-working-day treatment and any stated put or call.
- Operations: record date, day-count rule, holiday convention, bank mandate, tax wording and complaint contacts.
- Exit risk: actual trading activity and the possibility of a loss before maturity.
Keep this worksheet with the final offer document and every amendment. Recheck it when the issuer, rating agency, trustee or exchange publishes a new notice.
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