SEBI Unveils New Master Circular on Listing & Disclosure of Non‑Convertible Securities

 

📌 Introduction

On July 11, 2025, the Securities and Exchange Board of India (SEBI) issued a new Master Circular consolidating all listing obligations, disclosure requirements, and compliance frameworks for issuers of Non‑Convertible Securities (NCS), Securitised Debt Instruments (SDI), and Commercial Paper (CP) 

This update is a major step toward clarity and operational coherence, rescinding older fragmented circulars and bringing all stakeholders under a unified umbrella.

For finance professionals, investors, and compliance officers, this circular is a pivotal document. Here's what it means for you—explained simply and practically, with real examples, tables, and actionable takeaways.

1. Why SEBI Issued This Master Circular

1. Consolidation of Legacy Circulars
   SEBI had issued numerous circulars over the years for NCS, SDIs, security receipts, municipal debt, and commercial paper. This circular consolidates all guidance issued till June 30, 2025, making past circulars redundant 

2. Clarity & Consistency
   A single source reduces confusion among issuers, stock exchanges, and trustees. It ensures uniform interpretation and compliance.

3. Immediate Effectiveness
   The circular took effect from the date of issuance—July 11, 2025. Any earlier actions under prior circulars are deemed valid TaxGuru.

2. Key Highlights of the Circular

a. Applicability

• Applies to all listed issuers of:

  • Non‑Convertible Securities (NCDs & NCRPS)

  • Securitised Debt Instruments

  • Commercial Paper

• Applicable under:

  • SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

  • SEBI NCS Regulations, 2021 

b. Superseded Documents

• Lists and rescinds prior circulars until June 30, 2025.

• Transitional clause: All prior actions and ongoing applications remain valid TaxGuru.

c. Duties of Stakeholders

• Stock Exchanges: Update bye‑laws, platform rules, post circular text, and support compliance systems.

• Issuers & Trustees: Spread awareness, update procedures, maintain compliance & disclosure.

• SEBI-registered intermediaries: Ensure ongoing adherence via infrastructure & system updates 

3. Chapter-wise Breakdown

The Master Circular spans various chapters—each targeting critical areas.

✅ Chapter I: Application & Listing Timelines

• Public issues must use ASBA/UPI mechanisms.

• Placing debt via Electronic Book Provider (EBP) is mandatory for large issuers.

• Timelines: Listing must complete within T + 3 working days from issue opening 

✅ Chapter V: Denominations & Trading

• Private placements must now permit mention of INR 10,000 face values, with trustee-led due diligence Lexology.

• Aims to increase retail investor access by lowering entry barriers

✅ Chapter VI: EBP Platform

• Mandatory EBP usage for private placements of NCDs.

• Term sheets and placement memorandums need filing 2–5 working days in advance.

✅ Chapter VII: Standardized ISIN

• Sets limits on multiple ISINs per issuer.

• Prevents abuse of ISIN creation and promotes structured issuance.

✅ Chapter IX: Green Debt Securities

• For green bonds/debt, issuers must include:

  • Environmental objectives

  • Allocation methodology

  • ESG risk & mitigation strategies 

4. Practical Examples & Stats

Scenario	Old Rule	New Rule	Impact
Listing timeline	T+6 working days	T+3 working days	Faster market listing, quicker access to funds
Denomination	₹100,000	₹10,000	Lower entry hurdle for retail/non-institutional
Use of brochures in issues	Optional	QR codes for vendor/branch details	Transparency via digital links
Green debt disclosure	No standard	Mandatory ESG project details	Boosts green investing confidence

Example:
"ABC Infra Ltd" issues NCDs worth ₹100 crores on public basis ‑ under the old rules they’d have 6 days to list; now they must do it within 3 working days, enabling investors to trade faster and freeing up capital quickly.

5. Practical Tips for Issuers & Investors

• Issuers:

  • Review all Chapter-wise conditions before public/private debt issuances.

  • Set up ASBA/UPI and EBP systems in advance.

  • Prepare ESG documents in advance if issuing green bonds.

• Retail Investors:

  • Look for new lower face value NCDs (₹10,000), enabling flexibility.

  • Expect faster listing & trading—matching equity timelines.

  • Check prospectus for QR codes leading to detailed ESG disclosures.

• Stock Exchanges / Intermediaries:

  • Ensure platform updates to handle QR-driven disclosures, EBP filings.

  • Train staff on new timelines and compliance monitoring procedures.

6. What It Means for You

For Issuers

• Simplified process for issuance, disclosure & listing.

• Faster access to capital market funding.

• Broader investor reach—now including retail.

For Investors

• Easier entry into corporate debt markets.

• Better transparency—especially for green instruments.

• Quicker liquidity due to tighter listing timelines.

🎯 Key Takeaways at a Glance

• ✅ Timeline slashed: From T+6 to T+3 listing days.

• ✅ Face value dropped: NCDs now tradable in ₹10K lots.

• ✅ Unified reference: One circular instead of many older ones.

• ✅ Digital / ESG ramp-up: QR codes and green disclosures now norm.

• ✅ Group compliance: Stakeholders must act fast to align systems.

7. Implementation Checklist

1. Discuss internally: CFO, legal, compliance teams to review.

2. Revise processes: Issue dates, disclosures, QR scanning links.

3. Update tech stack: Listing software, disclosures, EBP integration.

4. Train personnel: Teams for investor queries, compliance checks.

5. Monitor: Ensure listing within 3 days and disclosure with QR codes.

8. Strong Conclusion

SEBI’s new Master Circular, effective July 11, 2025, is a game-changer for corporate debt issuance in India. It brings speed, clarity, inclusivity, and digital transparency to investors and issuers. Whether you're a debt issuer, retail investor, financial advisor, or intermediary—adapting to this circular is non-negotiable.

Ready to leverage these changes? Reach out to Manika TaxWise for expert compliance insights, advisory, and implementation guidance tailored to your needs.

✅ FAQs

Q1: When did the new Master Circular come into effect?
A: July 11, 2025. It supersedes earlier circulars dating up to June 30, 2025 

Q2: Does it affect my ongoing application under previous circulars?
A: No – your past actions or applications remain valid and are deemed under the new circular .

Q3: Can debt securities now be issued in ₹10,000 denomination?
A: Yes, private placements can now use ₹10K lots—boosting access for retail investors .

Q4: What's the new listing timeline?
A: Debt securities must now be listed within T+3 working days (down from T+6) .

Q5: Are green debt securities included?
A: Yes—issuers must now disclose objectives, sustainability usage, allocation method, and ESG mitigations .

Keywords

• SEBI Master Circular Non‑Convertible Securities

• Listing obligations NCS circular 2025

• Debt disclosure requirements India

• NCD listing timeline SEBI

• ₹10 000 NCD denomination retail investors