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With the issuance of this Master Circular, all previous circulars on the subject stand rescinded to the extent of their inclusion in the new consolidated framework.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