Bond basics
Bond vs debenture: what is the difference, and what is an NCD?
For a company, bond and debenture mean the same kind of debt security, and an NCD (non-convertible debenture) is one that cannot be turned into shares; listed corporate bonds and NCDs are both regulated by SEBI as non-convertible securities. Government debt is called a bond, never a debenture, and what changes your risk is not the label but whether the paper is secured, where it ranks and the issuer's lowest rating.
Verified
Platforms, brokers and exchanges use bond and NCD for the same instruments. SEBI's rules for listing them, and for the platforms that sell them, are in its master circular on non-convertible securities (SEBI NCS Master Circular).
What do the common labels mean?
| Label | What it is | Tax note |
|---|---|---|
| NCD, non-convertible debenture | Company debt that stays debt; secured or unsecured | Interest at slab, 10% TDS if listed |
| Convertible debenture (fully or optionally) | Company debt that converts to shares on stated terms | Depends on the terms |
| Market-linked debenture (MLD) | Returns tied to a market index or other reference | Gains taxed as short-term at slab |
| Subordinated, perpetual or AT1 bond | Ranks below other debt; perpetuals have no fixed maturity | Interest at slab |
| G-sec, SDL or T-bill | Central or state government debt | G-sec and SDL interest at slab |
| Tax-free bond | Public sector bond with interest exempt from tax | Interest exempt |
| 54EC bond | Bond that saves capital gains tax on a property sale | Interest at slab, no TDS |
Sources: EY, Outlook Money, ICICI Direct, TradingQnA.
Is an NCD riskier than a bond?
Not because of the name. A secured NCD from a strong issuer and an unsecured, subordinated bond from a weak one are both company debt with very different risk. Read the offer document for security and ranking, and every rating, not just the best. From about 21st Nov 2026 bond platforms must show a Credit Risk-o-Meter based on the lowest rating and print unsecured in bold red (SEBI circular). See secured vs unsecured vs subordinated.
Does listed or unlisted matter?
Yes, for tax and for where you can buy. Interest on listed debentures has carried 10% TDS since 1st Apr 2023 (EY). A listed bond held over 12 months pays 12.5% on its gain; an unlisted bond or debenture is taxed at slab whatever the holding period (Business Standard, TaxTMI). Online bond platforms may sell only listed bonds, or bonds in a public issue that will be listed. Stamp duty on a transfer of corporate bonds or debentures is 0.0001% (Vinod Kothari).
Where are NCDs sold?
New NCDs come through public issues, which Groww has offered in its app since Jul 2025 and GoldenPi through UPI (Groww, GoldenPi); IndiaBonds lists them too. Zerodha does not take NCD IPO applications (TradingQnA). Listed NCDs trade on the exchange order book and on bond platforms. MLDs are offered by Digifinn and by InCred Money, which sells InCred group MLDs (Digifinn).
Sources
- SEBI NCS Master Circular, 15th Oct 2025
- EY: Budget 2023 widens the scope of TDS
- Outlook Money: Budget 2023 on market-linked debentures and TDS
- ICICI Direct bonds page (54EC terms)
- TradingQnA: Tax treatment for the capital gain or loss on a tax-free interest bond
- SEBI Credit Risk-o-Meter circular, 7th Oct 2026
- Business Standard: Budget 2024 capital gains changes
- TaxTMI note on section 50AA
- Vinod Kothari on Stamp Act amendments
- Groww product update: bond IPOs, Jul 2025
- GoldenPi llms.txt (updated 2nd Oct 2026)
- TradingQnA: Zerodha staff on bonds and bond IPOs, 18th Apr 2026
- Digifinn market-linked debentures page