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Service · NCD & Bonds

NCD placement, capital from the bond market.

Private placement of Non-Convertible Debentures (NCDs) and Market-Linked Debentures (MLDs) to mutual funds, insurance companies, AIFs and family offices. Listed and unlisted, secured and unsecured, INR-denominated. ₹250 Cr to ₹2,500 Cr+ placements.

Ticket: ₹250 – 2,500 Cr+Tenor: 1 – 10 yearsMin rating: AA-
NCD ISSUE ₹500 Cr Secured · AA rated · 5yr MUTUAL FUNDS INSURERS AIF FUNDS FAMILY OFFICES PRIVATE PLACEMENT · SEBI ICDR · LISTED OR UNLISTED

What is an NCD?

Non-Convertible Debenture (NCD) is a debt instrument issued by a company to raise capital from the bond market, without giving investors the right to convert to equity. Indian NCDs are SEBI-regulated under ICDR 2018, and can be issued via private placement (to 200 or fewer investors per SEBI rules) or public issue (mass-market retail). NCDs may be secured (with a charge on assets) or unsecured; listed (on BSE/NSE wholesale debt market) or unlisted. Tenor typically 1-10 years, paying fixed or floating coupons. Investors: mutual funds, insurance companies, AIFs, family offices, and HNIs.

Section 01 — Overview

Bond market debt, structured around investor appetite.

For borrowers seeking capital outside the bank syndication route, the NCD market offers diversification, often longer tenor, and access to non-bank institutional investors. For investors (especially mutual funds and insurance), NCDs provide tradable fixed-income exposure with better yield than government bonds.

BIG LOANS structures and places NCDs across rating bands (AA- to AAA), tenor profiles (1 to 10 years), and security structures (secured / unsecured / structured). We work with merchant bankers / arrangers on the issue process: rating, listing (if applicable), and book-building.

  • Private placement: up to 200 investors per SEBI rules; no prospectus needed (only IM)
  • Public issue: prospectus, mass-market retail, longer process (4-6 months)
  • Secured NCDs: backed by mortgage of property + hypothecation of receivables
  • Listed NCDs: traded on BSE/NSE wholesale debt market — better liquidity, lower coupon
  • Credit rating mandatory (CRISIL, ICRA, CARE, India Ratings) — typically AA- minimum for institutional appetite
Typical ticket
₹250 – 2,500 Cr+
Tenor
1 – 10 years
Min rating
AA-
Coupon
Govt yield + 100–400 bps
Listing
BSE / NSE WDM
Timeline
8 – 14 weeks
Section 02 — Use cases

When NCD beats a bank loan.

Six common situations where issuers approach BIG LOANS for NCD placement.

01

Bullet repayment structure

Borrower wants no amortisation during tenor — full principal repaid at maturity. Banks resist; bond market accepts as standard.

02

Diversification beyond banks

Existing bank lines tapped to limit; mutual fund / insurance market provides incremental capacity.

03

Longer-tenor capex finance

Insurance and pension funds happy with 7-10 year tenor — banks rarely go beyond 5-7 years for vanilla term loans.

04

Refinance of bank debt

Refinance higher-cost bank term loans into lower-cost NCDs, especially for AA+ / AAA rated borrowers.

05

NBFCs raising on-lending capital

NBFC issuers tap NCD market regularly — primary source of capital for them, more efficient than bank funding.

06

Structured / Market-Linked Debentures (MLDs)

Coupon linked to NIFTY, SENSEX, sector index. Mostly retail-aimed; specific tax treatment under Sec 115AD pre-FY26.

Section 03 — At a glance

NCD vs bank term loan.

FeatureNCDBank Term Loan
Lender20-200 institutional investors1-10 bank lenders
DocumentationIM + Debenture Trust DeedLoan agreement
Repayment structureBullet typicalAmortising typical
Pricing benchmarkG-sec / OIS + spreadMCLR / EBLR + spread
PrepaymentRestricted (per terms)Generally permitted
ListingOptionalNot applicable
ISSUER NCD ISSUE INSTITUTIONAL INVESTORS

NCDs are placed privately with institutional investors — mutual funds, insurers, AIFs, family offices.

Section 04 — Our process

How NCD placement closes.

Typical 8 – 14 weeks. The rating process is often the longest step; the actual book-build can close in days for a rated issue.

01

Issuance structuring

Tenor, coupon type, security structure, listing decision, rating agency selection. Investor strategy.

Week 1 – 2
02

Rating

Rating agency mandate, due diligence visit, rating committee meeting, indicative rating, surveillance contract.

Week 2 – 6
03

IM + Debenture Trust Deed

Information Memorandum, Debenture Trust Deed, debenture trustee appointment, security trust agreement (if secured).

Week 6 – 9
04

Investor outreach + book-build

IM to 30-100 institutional investors. Book opens, bids received, allotment decided.

Week 9 – 12
05

Listing + drawdown

NCDs allotted, listed on BSE/NSE WDM (if applicable), subscription monies received. Drawdown.

Week 12 – 14
Section 05 — Documents

NCD documentation.

NCD documentation follows SEBI ICDR format. Standard borrower docs + bond-market-specific instruments.

01

Standard borrower docs

3 years audited, MOA/AOA, board + shareholder resolutions for issue, KYC, projected financials.

02

NCD-specific

Information Memorandum (SEBI ICDR format), Debenture Trust Deed, debenture trustee agreement.

03

Rating

Rating rationale, surveillance contract, prior rating history (if applicable), peer comparison documentation.

04

Listing (if listed)

Listing agreement with BSE/NSE, in-principle approval letter, listing application, post-listing compliance.

Section 06 — Lender universe

Who buys NCDs in India.

NCDs are bought by institutional investors — mutual funds being the largest segment, followed by insurance, AIFs, family offices, and (in public issues) retail.

01Mutual Funds (debt funds — primary buyers)
02Insurance Companies (LIC, HDFC Life, SBI Life)
03AIF Cat-II Credit Funds
04Family Offices & HNIs
05Banks (treasury investment, smaller share)
06Pension Funds (long-tenor, AAA-rated only)
Section 07 — FAQ

NCD & bonds — FAQs.

AA- is the practical minimum for mutual fund / insurance investor appetite. Below AA-, the investor base narrows to AIFs and family offices. Below A, NCDs become hard to place except in distressed / special-situations form.
A SEBI-registered debenture trustee appointed by the issuer to act on behalf of all NCD holders — monitoring covenants, holding security on behalf of investors, calling enforcement if defaults occur. Mandatory for all NCD issues. Top DTs: Catalyst, IDBI Trusteeship, Beacon, IL&FS Trust.
Listed NCDs typically price 15-30 bps lower than unlisted because (a) institutional investors prefer liquidity, and (b) listed NCDs qualify for lower regulatory capital weights for some investors. Listing cost is ~₹5-10 lakh + SEBI fees. Worth it for ₹250 Cr+ issues.
Yes — but unsecured NCDs require higher rating (typically AA+ or AAA) and price 50-150 bps higher than secured equivalents. NBFCs and large rated corporates issue both secured and unsecured tranches simultaneously.
MLDs have coupons linked to a market parameter (NIFTY, SENSEX, sectoral index, G-sec yield, etc.) rather than fixed. Pre-FY26 they had favourable tax treatment (10% LTCG after 1 yr). Post-FY26 Budget changes have largely eliminated the tax arbitrage; MLD issuance has dropped sharply.
Depends on currency / hedging. Rupee NCD for AA-rated borrower: ~9-11% all-in. USD ECB for same borrower: SOFR + 250 bps ≈ 7.5% in USD, plus 250 bps hedging → ~10% in rupee equivalent. Very close; ECB wins for natural-hedge borrowers, NCD wins for purely-rupee borrowers.
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Bigger Support, Brighter Future. India's specialist debt advisor for ₹100 Cr+ corporate funding mandates. Pan-India. Confidential. Senior banker-led.

Contact

BIG LOANS is the trade name of [Legal Entity Pvt. Ltd.], CIN: [xxx], registered at [address]. BIG LOANS is a debt advisory and loan facilitation firm. It is not a bank, NBFC or any other lending institution registered with the Reserve Bank of India, does not accept public deposits, does not lend money on its own books, and does not issue any loan, credit facility or financial product directly. All loans, limits and credit facilities are sanctioned, disbursed and serviced solely by the relevant banks, NBFCs, AIFs and other regulated lenders, in accordance with their internal policies and applicable RBI / SEBI / IRDAI guidelines. BIG LOANS is empanelled as a Direct Selling Agent / Channel Partner with various banks and NBFCs and may earn sourcing fees from such lenders for successful disbursements. Any borrower fees are governed exclusively by a written engagement letter. Information on this website is general in nature and not financial, legal or tax advice. Please consult your CA / advocate before acting.

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