Notification/Circular No. – HO/17/11/24(1)2025-DDHS-POD1/I/491/2025 dated December 18, 2025
Applicable Act/Rule – SEBI Act, 1992; SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021
Applicable Section/Rule
Chapter V – Clause 1.3 of the NCS Master Circular (Denomination of issuance and trading of Non-Convertible Securities)
Securities and Exchange Board of India had earlier allowed issuance of debt securities and non-convertible redeemable preference shares at a reduced face value of ₹10,000, subject to conditions. One key condition required such securities to be interest or dividend bearing, which effectively excluded zero-coupon debt securities from this benefit.
Clause 1.3 of Chapter V of the NCS Master Circular dated October 15, 2025 has been partially modified to explicitly include zero-coupon debt securities. The amended provision now reads as under:
“Such debt security or non-convertible redeemable preference share shall be interest/ dividend bearing security paying coupon/ dividend at regular intervals with a fixed maturity without any structured obligations; or it shall be a zero coupon debt security with a fixed maturity, without any structured obligations.”
Earlier, the provision permitted only interest/dividend-bearing securities with periodic payouts. Pursuant to this amendment, issuers are now eligible to issue debt securities at a reduced face value of ₹10,000 either as interest-bearing securities or as zero-coupon securities, provided there are no structured obligations.
All other provisions of the NCS Master Circular remain unchanged. The revised condition applies to all privately placed debt securities proposed to be listed on or after the date of issuance of this circular.
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