Description

Comprehensive master circular consolidating all SEBI circulars and directions related to issue and listing of non-convertible securities, securitised debt instruments, security receipts, municipal debt securities and commercial paper.

Summary

SEBI has issued a comprehensive Master Circular (SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137) dated October 15, 2025, consolidating all circulars and directions related to issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper. This circular integrates provisions from all circulars issued till June 30, 2025, following the notification of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, which merged and repealed the earlier SEBI ILDS Regulations, 2008 and SEBI NCRPS Regulations, 2013. All previous circulars listed in Annexure-1 are rescinded to the extent they relate to these instruments, though their previous operations, rights, obligations, liabilities, penalties and ongoing proceedings remain enforceable.

Key Points

  • Master Circular consolidates all SEBI circulars on issue and listing of debt securities at one place
  • Covers Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper
  • Issued under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 notified on August 09, 2021
  • SEBI NCS Regulations, 2021 merged and repealed SEBI ILDS Regulations, 2008 and SEBI NCRPS Regulations, 2013
  • Updated to incorporate provisions of circulars issued till June 30, 2025
  • All circulars listed in Annexure-1 are rescinded to the extent they relate to covered instruments
  • Previous actions, pending applications, rights, obligations, liabilities and proceedings remain valid
  • Master Circular spans 215 pages covering comprehensive procedural and operational aspects

Regulatory Changes

This Master Circular represents a significant regulatory consolidation rather than introducing new substantive changes. It rescind all previous circulars listed in Annexure-1 while preserving their legal effect through transitional provisions. The regulatory framework is now unified under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, which itself resulted from merger of earlier regulations. All directions and instructions from rescinded circulars are now incorporated into this single Master Circular, providing a unified reference point for market participants.

Compliance Requirements

The Master Circular is applicable to:

  • Issuers who have listed or propose to list Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities or Commercial Paper
  • 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
  • National Payments Corporation of India

All stakeholders must now refer to this Master Circular for compliance with procedural and operational requirements related to issue and listing of covered debt instruments.

Important Dates

  • October 15, 2025: Master Circular issued
  • May 22, 2024: Last updated date mentioned in circular
  • June 30, 2025: Cut-off date for incorporation of circular provisions
  • August 09, 2021: SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 notified (SEBI/LAD-NRO/GN/2021/39)

Impact Assessment

This Master Circular has high impact on the debt securities market by providing a single consolidated reference point for all regulatory requirements. Market participants including issuers, stock exchanges, depositories, intermediaries, and service providers now have streamlined access to all applicable regulations without needing to reference multiple historical circulars. The consolidation reduces compliance complexity and potential for regulatory oversight. However, the substantive regulatory requirements remain unchanged - only their presentation is unified. The transitional provisions ensure continuity of all existing rights, obligations, penalties and proceedings, preventing any disruption to ongoing market activities or legal processes. The 215-page comprehensive document covers all procedural and operational aspects, making it essential reading for all debt market stakeholders.

Impact Justification

Master circular consolidating all regulations for debt securities issuance and listing; rescinding multiple previous circulars while maintaining their legal effect; impacts all debt market issuers, intermediaries, and stock exchanges; provides single reference point for compliance.