SEBI Allows Zero-Coupon Bonds to Be Issued in Smaller Denominations

An important regulatory reform, the Securities and Exchange Board of India (SEBI) has allowed zero-coupon bonds to be issued in smaller denominations of INR 10,000. Announced on 18 December 2025, this decision is aimed at widening investor participation, improving accessibility to debt instruments, and strengthening India’s corporate bond market. The move aligns with SEBI’s broader objective of deepening financial markets and encouraging retail investment in fixed-income securities.

Background

• Non-convertible debt securities (NCDs) and non-convertible redeemable preference shares (NCRPS) in India are often issued through private placement, traditionally with high face values that limited retail participation.
• Earlier, SEBI had allowed issuers to reduce the face value of such instruments to INR10,000, but only for interest- or dividend-bearing securities with fixed maturity and no structured obligations.
• This condition effectively excluded zero-coupon bonds, as they do not offer periodic interest payments.

What Are Zero-Coupon Bonds

• Zero-coupon bonds are debt instruments that do not pay periodic interest.
• Instead, they are issued at a discount to their face value and redeemed at par on maturity.
• The return to the investor comes from price appreciation, offering compounded gains over time.
• These bonds are often preferred by investors seeking long-term, predictable returns and portfolio diversification, especially when interest rates are stable.

What SEBI Has Changed

• SEBI has now modified the eligibility conditions for lowering the face value of privately placed debt securities.
• With this change, zero-coupon bonds can also be issued in denominations as low as INR 10,000, bringing them on par with other fixed-income instruments.
• The regulator acknowledged that zero-coupon bonds generate returns through appreciation rather than coupons and therefore deserve similar treatment under the regulatory framework.

Significance of the Decision

• This decision is significant as it democratizes access to a category of debt instruments that was earlier accessible mainly to institutional and high-net-worth investors.
• Smaller denominations make zero-coupon bonds more attractive to retail investors, encouraging wider participation in the corporate bond market.
• The move is also expected to improve liquidity, enhance product diversity, and provide issuers with greater flexibility in structuring debt offerings.

Key Takeaways

• SEBI has allowed zero-coupon bonds to be issued in denominations of INR 10,000.
• Earlier rules excluded zero-coupon bonds due to the absence of periodic interest payments.
• Zero-coupon bonds are issued at a discount and redeemed at par.
• The reform aims to increase retail participation in the corporate bond market.
• It supports market deepening, liquidity, and portfolio diversification.

Question

Q. Which regulatory body announced that zero-coupon bonds can now be issued in denominations as low as ₹10,000?

(A) RBI
(B) Ministry of Finance
(C) SEBI
(D) IRDAI