SEBI Circular - 18th December, 2025

SEBI, vide its circular dated July 03, 2024, and the consequent amendment to the NCS Master Circular dated October 15, 2025, has modified the conditions for issuance of debt securities and non-convertible redeemable preference shares at a reduced face value of ₹10,000 on a private placement basis. The amendment expands eligibility by permitting zero-coupon debt securities with a fixed maturity and without any structured obligations to be issued at the reduced denomination, in addition to interest/dividend-bearing securities paying periodic coupons/dividends. This change recognizes the investment structure of zero-coupon instruments, where returns accrue through discounting and redemption at par, thereby enhancing investor choice and market flexibility. All other provisions of the NCS Master Circular remain unchanged, and the amendment applies to all privately placed debt securities proposed to be listed from the date of issuance of the circular. Link:

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