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Informist, Wednesday, Dec. 17, 2025

 

--SEBI: Debt issuers can give incentives to some investors in public offers 

--SEBI: Debt issuers can give additional interest, discount to some investors 

--SEBI: Expect debt issuance incentives to increase retail participation

 

MUMBAI – The Securities and Exchange Board of India's board Wednesday permitted debt issuers to offer incentives in public issues to some investors to increase the participation of retail investors. This step is also expected to encourage public issuance of debt securities, the regulator said in a press release after its board meeting.

 

"With a view to enhance participation of retail investors in corporate debt market and also to encourage public issuances in the debt market, the Board considered and approved a proposal for amending SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 ("NCS Regulations") to permit debt issuers to offer incentives to certain categories of investors," the regulator said.

 

Debt issuers currently cannot offer incentive to any person for applying in an issue, except for fees or commission for services rendered in relation to the issue.

 

The market regulator said issuers of debt securities will be able offer incentives in the form of additional interest or a discount to the issue price to "certain categories of allottees" such as "senior citizens, women, armed forces personnel namely, serving and retired defense personnel and widows and widowers of such personnel, retail individual investors or any other category of investors as may be specified by the Board from time to time."

 

However, such additional interest or discount will be limited to the initial allottee of the debt security and not available if the instruments are transferred or transmitted after allotment. "This proposal was made after public consultation undertaken vide consultation paper issued on October 27, 2025 and based on the recommendations of the Corporate Bonds and Securitization Advisory Committee of SEBI."

 

According a report by NITI Aayog on India's corporate bond market which cited SEBI data, retail participation was lower than 2% in India's corporate bonds market at the end of 2021-22 (Apr-Mar). This is also a similar case across the globe. Institutional investors, corporates, and mutual funds held 27.5%, 24.5%, and 15.9% stake, respectively, of outstanding corporate bonds, according to the report.  End

 

Reported by J. Navya Sruthi and Anjana Therese Antony

Edited by Ashish Shirke

 

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