SEBI Issues Master Circular on Issue and Listing of Non-Convertible and Debt Securities

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  • Last Updated on 17 October, 2025

 

SEBI Master Circular on Non-Convertible and Debt Securities

Master Circular No. SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137, Dated: 15.10.2025

The Securities and Exchange Board of India (SEBI) has released a comprehensive Master Circular that consolidates all existing directions and guidelines governing the issue and listing of various debt instruments.

1. Scope of the Master Circular

The circular covers the regulatory framework for the issue and listing of the following instruments:

  • Non-Convertible Securities (NCS)
  • Securitised Debt Instruments (SDIs)
  • Security Receipts (SRs)
  • Municipal Debt Securities
  • Commercial Papers (CPs)

By bringing these under a single document, SEBI aims to streamline compliance obligations and enhance clarity for issuers and market participants.

2. Key Objective

The Master Circular has been issued with the objective of ensuring:

  • Uniformity in interpretation and application of regulatory provisions,
  • Ease of reference for issuers, investors, and intermediaries, and
  • Simplified compliance through consolidation of all previous circulars.

3. Coverage Period and Applicability

The circular consolidates all relevant directions and amendments up to June 30, 2025. It will serve as the primary reference document for all matters related to the issuance and listing of non-convertible and debt securities henceforth.

4. Rescission of Earlier Circulars

With the issuance of this Master Circular, all previous circulars on the subject stand rescinded to the extent of their inclusion in the new consolidated framework.

5. Regulatory Impact

This move aligns with SEBI’s ongoing efforts to simplify regulatory architecture and reduce procedural redundancies, thereby promoting transparency, efficiency, and ease of doing business in India’s capital markets.

Click Here To Read The Full Circular

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Author: Taxmann

Taxmann Publications has a dedicated in-house Research & Editorial Team. This team consists of a team of Chartered Accountants, Company Secretaries, and Lawyers. This team works under the guidance and supervision of editor-in-chief Mr Rakesh Bhargava.

The Research and Editorial Team is responsible for developing reliable and accurate content for the readers. The team follows the six-sigma approach to achieve the benchmark of zero error in its publications and research platforms. The team ensures that the following publication guidelines are thoroughly followed while developing the content:

  • The statutory material is obtained only from the authorized and reliable sources
  • All the latest developments in the judicial and legislative fields are covered
  • Prepare the analytical write-ups on current, controversial, and important issues to help the readers to understand the concept and its implications
  • Every content published by Taxmann is complete, accurate and lucid
  • All evidence-based statements are supported with proper reference to Section, Circular No., Notification No. or citations
  • The golden rules of grammar, style and consistency are thoroughly followed
  • Font and size that's easy to read and remain consistent across all imprint and digital publications are applied