The Securities and Exchange Board of India has updated the conditions for issuing listed debt securities at a reduced denomination, extending eligibility to zero coupon debt securities. The change allows issuers to privately place debt securities at a face value of INR 10,000 even where the instrument does not pay periodic interest, provided it has a fixed maturity and no structured obligations. The amendment partially revises Clause 1.3 of Chapter V of SEBI’s Non-Convertible Securities Master Circular, which previously restricted the INR 10,000 denomination to interest or dividend-bearing debt securities and non-convertible redeemable preference shares paying coupon or dividend at regular intervals. Under the revised condition, qualifying issuances may be either interest or dividend-bearing instruments with fixed maturity and no structured obligations, or zero coupon debt securities meeting the same fixed-maturity and no-structured-obligation criteria; other provisions of the Master Circular remain unchanged. Stock exchanges, clearing corporations and depositories have been directed to implement the change, including making necessary systems and rulebook updates and disseminating the requirements. The revised framework applies to private placement issues of debt securities proposed to be listed from the circular’s issuance.
Securities & Exchange Board of India 2025-12-18
Securities and Exchange Board of India allows zero coupon debt securities to be issued at an INR 10,000 denomination in private placements
The Securities and Exchange Board of India has revised conditions for issuing listed debt securities at a reduced denomination, now including zero coupon debt securities. Issuers can privately place these securities at a face value of INR 10,000, provided they have a fixed maturity and no structured obligations. This amendment updates Clause 1.3 of Chapter V of SEBI’s Non-Convertible Securities Master Circular, with implementation required by stock exchanges, clearing corporations, and depositories.