The Securities and Exchange Board of India (SEBI) has issued a Master Circular to consolidate various instructions and directions concerning the issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities, and Commercial Paper. The circular, dated October 15, 2025, integrates the provisions of circulars issued under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (SEBI NCS Regulations, 2021), and the predecessor regulations. Its purpose is to provide a single, accessible source for all applicable regulatory guidelines for issuers and market stakeholders, including stock exchanges, depositories, and various registered intermediaries. With the issuance of this Master Circular, the directions contained in the Annexure-1 list of previous circulars are rescinded; however, any actions taken, rights accrued, or liabilities incurred under those prior circulars remain valid and enforceable under the corresponding provisions of the new Master Circular. Stakeholders are directed to disseminate the provisions, ensure compliance, and make necessary infrastructure and rule changes for its implementation. The Master Circular is issued under the powers conferred by the SEBI Act, 1992, to regulate the securities market and protect investor interests.
Securities and Exchange Board of India
Master Circular No. SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137 | Dated: October 15, 2025
To,
Issuers who have listed and/ or propose to list Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities or Commercial Paper1;
Recognised Stock Exchanges;
Registered Depositories;
Registered Credit Rating Agencies, Debenture Trustees, Depository Participants,
Stock Brokers, Merchant Bankers, Registrars to an Issue and Share Transfer Agents,
Bankers to an Issue;
Sponsor Banks;
Self-Certified Syndicate Banks; and
National Payments Corporation of India
Madam/ Sir,
Sub: Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper
1. For effective regulation of issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper, the Securities and Exchange Board of India has been issuing various Circulars from time to time.
2. Vide notification no. SEBI/LAD-NRO/GN/2021/39 dated August 09, 2021, SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (hereinafter referred to as the SEBI NCS Regulations, 2021) were notified, pursuant to merger and repeal of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as the SEBI ILDS Regulations, 2008) and SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 (hereinafter referred to as the SEBI NCRPS Regulations, 2013).
3. Since the notification of the SEBI ILDS Regulations, 2008 and the SEBI NCRPS Regulations, 2013 and subsequent notification of SEBI NCS Regulations, 2021, SEBI has issued multiple circulars covering procedural and operational aspects there of.
4. In order to enable the issuers of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper and other market stakeholders to have an access to all the applicable circulars/ directions in the subject matter at one place, this Master Circular is issued. This Master Circular has been updated to incorporate the provisions of the Circular(s) issued till June 30, 2025.
5. With the issuance of this Master Circular, all directions/instructions contained in the Circulars listed out in the Annexure – 1 to this Master Circular shall stand rescinded to the extent they relate to issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper.
6. Notwithstanding such rescission, –
a. anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;
b. any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; and
c. the previous operation of the rescinded circulars or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force.
7. Recognized Stock Exchanges, Depositories, other SEBI registered intermediaries, Issuers and other stakeholders are directed to:
7.1. Disseminate the provisions of this circular on their website;
7.2. comply with the conditions laid down in this circular;
7.3. put in place necessary systems and infrastructure for implementation of this circular;
7.4. make consequential changes, if any, to their respective bye-laws, rules and regulations and bidding portal; and
7.5. Communicate and create awareness amongst stakeholders.
7.6. Monitor the compliance of this circular by issuer companies, as applicable
8. This Master Circular is issued in exercise of powers conferred under Section 11(1) of Securities and Exchange Board of India Act, 1992, Regulation 55 of SEBI NCS Regulations, 2021; Regulation 29 of SEBI ILDM Regulations 2015; Regulations 48 of SEBI SDI Regulations, 2008, to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.
9. This Master Circular is available on the SEBI website at www.sebi.gov.in under the category “Legal- Master Circulars”.
Yours faithfully,
Rohit Dubey
General Manager
Department of Debt and Hybrid Securities
+91 – 022 2644 9510
rohitd@sebi.gov.in
Notes:
1Unless specified otherwise, all the chapters are applicable to an issue of Non-convertible securities;
