SEBI Issues Comprehensive Master Circular for Issue and Listing of Non-Convertible Securities, Securitised Debt Instruments, and Security Receipts

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The Securities and Exchange Board of India (SEBI) has released a Master Circular consolidating guidelines for the issuance, listing, disclosures, and compliance for Non-Convertible Securities, Securitised Debt Instruments, and Security Receipts. This circular streamlines regulatory requirements, replacing earlier advisories, enhancing transparency, uniformity, and ease of compliance for market participants.

The Securities and Exchange Board of India (SEBI) has published an updated Master Circular aimed at consolidating and harmonizing regulatory frameworks governing issuance, listing, and disclosure obligations for key debt instruments including Non-Convertible Securities (NCS), Securitised Debt Instruments (SDI), and Security Receipts (SR).

This comprehensive circular, effective immediately from July 11, 2025, serves as a one-stop reference for issuers, stock exchanges, debenture trustees, and other stakeholders. It supersedes multiple erstwhile circulars and regulations issued until May 21, 2024, thereby reducing regulatory fragmentation and promoting uniform adherence to compliance standards.

The circular details procedural requirements governing initial disclosures, continuous listing obligations, invocation of security, charge creation, rating guidelines, and investor protections. It also includes amended norms reflecting market evolution in securitisation activities and improved transparency standards.

SEBI stresses the importance of disclosures related to credit ratings, asset quality, restructuring, and security enforcement actions to ensure investor confidence and market integrity. The guidelines emphasize both preventive vigilance and timely reporting mechanisms.

Key operational provisions cover debt issuance via private placements, public issues, and resale of security receipts on recognized exchanges. The circular also highlights environmental, social, and governance (ESG) obligations for eligible instruments catering to green finance initiatives.

For market participants, the consolidated circular aids in streamlined statutory reporting, easier navigation of listing workflows, and better regulatory clarity enhancing the ease of doing business. SEBI’s initiative reflects its commitment toward deepening India’s debt capital markets and protecting investor interests.

Key Highlights

Master Circular consolidates guidelines for NCS, SDI, Security Receipts, Municipal Debt Securities, and Commercial Paper.
Replaces previous circulars, effective July 11, 2025, ensuring regulatory uniformity.
Covers issuance processes, listing requirements, transparency, continuous disclosures, and investor protections.
Emphasizes enhanced disclosure norms including credit rating, restructuring, and asset quality monitoring.
Incorporates provisions for ESG-related financing instruments and green debt securities.
Facilitates streamlined compliance for issuers, trustees, and stock exchanges.
Aims to boost transparency, investor trust, and market development in debt instruments.

Sources: SEBI Official Master Circular

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