CIRCULAR
SEBI/HO/DDHS/DDHSPOD1/P/CIR/2025/72 May 13, 2025
To,
Issuers who have listed Non-convertible Securities, Securitised Debt
Instruments, Municipal Debt Securities and Commercial Paper;
Recognised Stock Exchanges and Clearing Corporations;
Registered Depositories;
Stock Brokers and Depository Participants
Madam/ Sir,
Subject: Simplification of operational process and clarifying regarding the cash
flow disclosure in Corporate Bond Database pursuant to review of Request for
Quote (RFQ) Platform framework.
Based on the recommendations of the working group formed for the purpose of review of
RFQ platform and due public consultation on the proposals and feedback thereat, the
following has been decided:
1. Simplification of the operational process relating to yield to price computation
on the Request for Quote (RFQ) Platform
1.1. Chapter XXII of the SEBI Master Circular for issue and listing of Non-convertible
Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt
Securities and Commercial Paper dated May 22, 2024 (‘NCS Master Circular’)
stipulates provisions for trade execution and settlement of trades in listed
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Nonconvertible Securities, Securitised Debt Instruments, Municipal Debt
Securities and Commercial Paper on the RFQ platform of the Stock Exchanges.
1.2. In order to simplify the process of yield to price computation for non-convertible
securities, cash flow dates regarding payment of interest/ dividend/ redemption for
the securities traded on RFQ platform for the purpose for yield to price
computation shall not be adjusted for day count convention and shall accordingly
be based on the due date of payment as per the cash flow schedule and not as
per the date of payment.
1.3. Accordingly, the following clause will be inserted as clause 9 in the said Chapter
XXII of NCS Master Circular:
“(9) Yield to Price computation
In order to simplify the process of yield to price computation for non-convertible
securities, cash flow dates regarding payment of interest/ dividend/ redemption for
the securities traded on RFQ platform for the purpose for yield to price computation
shall not be adjusted for day count convention and shall accordingly be based on
the due date of payment as per the cash flow schedule and not as per the date of
payment.”
2. Disclosure of cash flow regarding payment of interest/ dividend/ redemption
in the centralized corporate bond database.
2.1. Clause 3.3.34 of Schedule I of the SEBI (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 requires Issuer to disclose cash flow with date of
with date of interest/dividend/ redemption payment as per day count convention in
the offer document.
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2.2. Chapter XIV of the NCS Master Circular requires issuers to submit and update
certain information in the centralized database at the time of activation of the ISIN
and post listing of securities. Presently, the information regarding the cash flow
schedule is not captured in the centralized bond database.
2.3. In order to have such information regarding corporate bonds at one place, the
following paragraph shall be inserted as paragraph “57” in Annex-XIV-A of NCS
Master Circular
“Cash flow schedule regarding payment of interest/ dividend/ redemption in the
centralized corporate bond database at the time of activation of ISIN in the
following format:
Sr. No. Particulars Due Date Payment date as per
day count
convention
1 Payment of interest/ XXX XX
dividend/ redemption
In case of any change in the information pertaining to cash flow regarding interest/
dividend/ redemption during the tenure of the securities, the same shall be updated
within one working day in the centralized corporate bond database.”
3. The aforesaid disclosure requirement shall be applicable for prospective issuances
of debt securities and for the residual maturity of the ISINs that are already listed.
4. This circular shall come into force with effect from August 18, 2025
5. The Stock Exchange(s)are directed to bring the provisions of this circular to the
notice of the market participants and also disseminate the same on their websites
and make necessary amendments to the relevant bye-laws, rules and regulations
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for the implementation of the above directions in coordination with one another to
achieve uniformity in approach.
6. The Circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with Regulation 55 (1) of the
SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021 to protect
the interest of investors in securities and to promote the development of, and to
regulate the securities market.
7. This Circular is available at www.sebi.gov.inunder the link “Legal→Circulars”.
Yours faithfully,
Rohit Dubey
General Manager
Department of Debt and Hybrid Securities
+91-022 2644 9510
rohitd@sebi.gov.in
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