HO/17/11/24(1)2025-DDHS-POD1/I/491/2025 — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

CIRCULAR HO/17/11/24(1)2025-DDHS-POD1/I/491/2025 December 18, 2025 To, Issuers who have listed and/ or propose to list non-convertible securities; Recognized Stock Exchanges; Registered Depositories; Registered Credit Rating Agencies, Debenture Trustees, Merchant Bankers, Registrars to an Issue and Share Transfer Agents, Bankers to an Issue; Dear Madam/ Sir, Subject: Modification in the conditions specified for reduction in denomination of debt securities SEBI, vide circular SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/94 dated July 03, 2024 (hereinafter referred as " said circular " ), has provided for reduction in denomination of debt securities1 and non -convertible redeemable preference shares 2 subject to certain conditions . Accordingly, amendments were made in Chapter V (Denomination of issuance and trading of Non-Convertible Securities) of the Master Circular no. SEBI/HO/DDHS/DDHS -PoD/P/CIR/2025/0000000137 dated October 15 , 2025 , (hereinafter referred as ' NCS Master Circular') issued by SEBI . 1 "debt securities" means non -convertible debt securities with a fixed maturity period which create or acknowledge indebtedness and includes debentures, bonds or any other security whether constituting a charge on the assets/properties or not, t, but excludes security receipts, securitized debt instruments, money market instruments regulated by the Reserve Bank of India, and bonds issued by the Government or such other bodies as may be specified by the Board . 2 "non -convertible redeemable preference share" means a preference share which is redeemable in accordance with the relevant provisions of the Companies Act, 2013 (18 of 2013) and does not include a preference share which is convertible into or exchangeable with equity shares of the issuer at a later date, at the option