Reg 15(1A) high value debt listed entity threshold
When the corporate governance provisions apply to a debt-listed entity, and the separate Chapter VA regime for an entity with only non-convertible debt listed.
Standing duty, no filing date
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
The threshold is ₹5,000 crore of outstanding listed non-convertible debt securities, raised from ₹1,000 crore with effect from 22 January 2026 and from ₹500 crore before that. An entity that crosses it gets six months' grace, with disclosure from the third quarter following. Comply-or-explain ended on 31 March 2025, so the provisions are mandatory now. An entity with only non-convertible debt listed and nothing in specified securities falls under Chapter VA instead, at Reg 62B to 62Q.
The threshold has moved twice in under a year. It was ₹500 crore, then ₹1,000 crore from 28 March 2025, and it is ₹5,000 crore from 22 January 2026. Many entities that were inside the regime on the old figure are now outside it on the new one, subject to the Reg 15(1AA) exit test and the proviso added for exactly that case. The other change is structural: since 28 March 2025 a debt-only listed entity sits under its own Chapter VA rather than reading across from the equity chapter.
Deadlines counted from an event
The corporate governance provisions apply to an entity with outstanding value of listed non-convertible debt securities of ₹5,000 crore and above, a threshold substituted from ₹1,000 crore with effect from 22 January 2026, which had itself been raised from ₹500 crore with effect from 28 March 2025. An entity that crosses the threshold has six months to comply, with disclosure required from the third quarter following. The comply-or-explain period ended on 31 March 2025 and compliance is mandatory after that.
Chapter VA, Reg 62B to Reg 62Q, was inserted with effect from 28 March 2025 and carries a parallel governance regime for a debt-only listed entity. Reg 62C applies it to an entity with only non-convertible debt securities listed, at ₹5,000 crore and above, and no listed specified securities. The committee cadence inside the chapter mirrors the equity regime: board four times a financial year under Reg 62D(6), audit committee four times under Reg 62F, nomination and remuneration committee once under Reg 62G, stakeholders relationship committee once under Reg 62H, and risk management committee twice under Reg 62I.
Under Reg 15(1AA) an entity stops being a high value debt listed entity only where the outstanding value stays below the threshold for three consecutive financial years. A proviso added with effect from 22 January 2026 deals with an entity that ceases to qualify because of the revised threshold.
The rule
The corporate governance provisions apply to an entity with outstanding value of listed non-convertible debt securities of ₹5,000 crore and above, a threshold substituted from ₹1,000 crore with effect from 22 January 2026, which had itself been raised from ₹500 crore with effect from 28 March 2025. An entity that crosses the threshold has six months to comply, with disclosure required from the third quarter following. The comply-or-explain period ended on 31 March 2025 and compliance is mandatory after that.
Chapter VA, Reg 62B to Reg 62Q, was inserted with effect from 28 March 2025 and carries a parallel governance regime for a debt-only listed entity. Reg 62C applies it to an entity with only non-convertible debt securities listed, at ₹5,000 crore and above, and no listed specified securities. The committee cadence inside the chapter mirrors the equity regime: board four times a financial year under Reg 62D(6), audit committee four times under Reg 62F, nomination and remuneration committee once under Reg 62G, stakeholders relationship committee once under Reg 62H, and risk management committee twice under Reg 62I.
Under Reg 15(1AA) an entity stops being a high value debt listed entity only where the outstanding value stays below the threshold for three consecutive financial years. A proviso added with effect from 22 January 2026 deals with an entity that ceases to qualify because of the revised threshold.
Who must comply
- An entity with outstanding listed non-convertible debt securities of ₹5,000 crore and above
- An entity with only non-convertible debt securities listed and no listed specified securities, which falls under Chapter VA
- An entity whose outstanding listed non-convertible debt securities are below ₹5,000 crore.
- Under Reg 15(1AA), exit requires the value to stay below the threshold for three consecutive financial years, so falling below it for one year does not end the obligations.
Statutory basis
Before you file
- Calculate the outstanding value of the entity's listed non-convertible debt securities.
- Compare that value against the ₹5,000 crore threshold.
- Check whether the entity also has listed specified securities, because that decides between Chapter IV and Chapter VA.
- Record the date the entity crossed the threshold, because the six-month grace runs from it.
How to file
- Determine whether the entity is above the ₹5,000 crore threshold.
- Apply Chapter IV where the entity also has listed specified securities.
- Apply Chapter VA where the entity has only non-convertible debt listed.
- Comply within six months of crossing the threshold, and disclose from the third quarter following.
- Keep the three-consecutive-financial-year test in view before treating the entity as having exited.
No separate filing. Determines which governance provisions and filings apply
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.
- The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
- SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record
- Getting the applicability test wrong cascades: an entity that wrongly treats itself as outside the regime misses the whole committee cadence and the governance report along with it
Recent changes affecting this
Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Common questions
Is the threshold ₹500 crore or ₹1,000 crore?
Neither, now. It is ₹5,000 crore, substituted with effect from 22 January 2026. It was ₹1,000 crore before that, and ₹500 crore before 28 March 2025.
Is this still comply-or-explain?
No. The comply-or-explain period ended on 31 March 2025. The provisions are mandatory after that date.
What is Chapter VA?
A separate governance regime at Reg 62B to 62Q for an entity with only non-convertible debt listed and no listed specified securities. It carries its own committee cadence, which mirrors the equity numbers.
How does an entity leave the regime?
The outstanding value has to stay below the threshold for three consecutive financial years, under Reg 15(1AA).