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Posted on  December 29, 2025 under  by Ayush Maurya

Non Convertible Debentures: Meaning, Interest Rates & Risks

When people think about investing, they often look for a balance between safety and good returns. feel secure but usually offer low growth, while the stock market can be unpredictable. Because of this gap, many investors are now turning their attention to non convertible debentures, which offer fixed income with relatively better returns over a set period.

These are issued by companies to raise money and, in return, investors receive regular interest payments until maturity. However, before investing, it is important to understand how they work, what kind of returns they offer, and the risks involved. This blog explains everything you need to know about non convertible debentures, helping you decide whether they fit your financial goals.

What Are Non Convertible Debentures?

Non convertible debentures are a type of debt investment where an investor lends money to a company for a fixed period and earns interest in return. When you invest in these debentures, you act as a lender, not a shareholder. The company pays interest at a pre-decided rate and repays the principal amount on the maturity date.

To understand the non convertible debentures meaning, it is important to know that these instruments cannot be converted into company shares at any time. This feature makes returns more predictable compared to equity-based investments. These are often chosen by investors who are looking for stable income and relatively lower risk than the stock market, while still aiming for better returns than traditional savings options.

How Do Non Convertible Debentures Work?

It work on a simple lending principle. A company issues these debentures to raise money for its business needs, and investors buy them by investing a fixed amount. In return, the company agrees to pay interest at a fixed rate for a specific period and repay the principal amount at maturity. Since these convertible debentures are not linked to company shares, their returns do not depend on stock market movements.

Here is how non convertible debentures usually work step by step:

  • The company announces an issue of non convertible debentures with details like interest rate, tenure, and maturity date
  • Investors invest money by purchasing these debentures
  • The company pays interest at regular intervals, such as monthly, quarterly, or annually
  • On the maturity date, the company returns the original investment amount to the investor

The interest and repayment depend on the financial strength of the issuing company, which is why credit ratings play an important role. Higher-rated debentures are considered safer but usually offer slightly lower interest, while lower-rated ones may offer higher returns with higher risk.

Non Convertible Debentures Example

Suppose a company issues non convertible debentures with an interest rate of 10 percent per year and a tenure of 5 years. An investor decides to invest Rs. 1,00,000 in this issue.

In this case, the investor will earn Rs. 10,000 every year as interest. If the interest is paid annually, the investor will receive this amount each year for five years. At the end of the 5-year tenure, the company will return the original investment of Rs. 1,00,000 to the investor, along with the final interest payment if applicable.

Types of Non Convertible Debentures

Non convertible debentures are mainly classified into two types based on the level of security offered to investors. Knowing these types is important because it directly affects the safety of your investment and the risk involved.

1. Secured Non Convertible Debentures: These are backed by the assets of the issuing company. This means that if the company fails to repay the money, investors have a claim on the company’s assets. Because of this added security, these debentures are considered relatively safer and usually offer slightly lower interest rates. These are often preferred by conservative investors who focus more on capital protection.

2. Unsecured Non Convertible Debentures: They are not backed by any specific assets of the company. In case of default, investors do not have priority over company assets. Due to the higher risk involved, these debentures generally offer higher interest rates to attract investors. These are suitable for investors who are willing to take higher risk in exchange for better returns and have assessed the company’s financial strength carefully.

Non Convertible Debentures vs Convertible Debentures

The main difference between convertible and non convertible debentures lies in conversion rights. Non convertible debentures cannot be converted into company shares and offer fixed interest income. Convertible debentures, on the other hand, can be converted into equity shares after a certain period, linking returns partly to stock market performance.

In short, non convertible focus on stable income, while convertible debentures combine debt with equity potential.

Basis of DifferenceNon Convertible DebenturesConvertible Debentures
Conversion into sharesCannot be converted into equity sharesCan be converted into equity shares
Nature of returnsFixed and predictable interest incomeReturns depend on share price after conversion
Risk levelLower risk compared to equityHigher risk due to market exposure
Interest rateUsually higherUsually lower
SuitabilitySuitable for income-focused and conservative investorsSuitable for investors seeking growth and willing to take risk
Impact of stock marketNot affected by stock market movementsAffected by stock market performance

Non Convertible Debentures Interest Rate 

The non convertible debentures interest rate is the fixed return an investor earns by lending money to a company. In usual cases, they offer interest rates in the range of 8 percent to 12 percent per year, depending on the company, credit rating, and tenure. This rate is decided at the time of issue and remains unchanged throughout the investment period.

Important points to understand about NCD interest rates:

  1. Fixed and predictable returns: Once invested, the interest rate remains the same until maturity, helping investors plan their regular income.
  2. Generally higher than fixed deposits: It usually offer better returns than bank fixed deposits, which often range between 6 percent and 7.5 percent.
  3. Credit rating plays a major role: Higher-rated debentures offer lower interest, while lower-rated ones offer higher interest due to higher risk.
  4. Tenure affects the interest rate: Longer-term non convertible debentures generally provide higher interest rates compared to short-term options.
  5. Multiple payout options: Interest can be received monthly, quarterly, annually, or at maturity, based on the issue structure.

Higher interest rates should always be checked along with the company’s financial strength, as better returns often come with higher risk.

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Non Convertible Debentures Risk Factors

Before investing, it is important to understand the non convertible debentures risk factors. Although these instruments offer fixed income, they are not completely risk-free. Knowing these risks helps investors make better and safer decisions.

Key risk factors:

  1. Credit risk: This is the risk that the issuing company may fail to pay interest or repay the principal amount on time. Companies with lower credit ratings carry higher credit risk.
  2. Interest rate risk: If market interest rates rise after you invest, newly issued debentures may offer higher returns, making existing debentures less attractive.
  3. Liquidity risk: Some of them are not easy to sell before maturity. If there are fewer buyers in the market, investors may have to sell at a lower price.
  4. Inflation risk: Fixed interest returns may lose real value if inflation increases over time, reducing the purchasing power of your income.
  5. Reinvestment risk: When interest is paid periodically, investors may not always find similar investment options offering the same return for reinvesting that income.

How to Invest in Non Convertible Debentures?

Investing in non convertible debentures is straightforward once you know the available options in India. These instruments are regulated and can be purchased through recognised channels, making them accessible to both new and experienced investors.

  1. Public issues of NCDs: Companies raise funds by issuing debentures to the public. Investors can apply through their demat account using banks, brokers, or online platforms during the issue period.
  2. Stock exchanges: Listed non convertible debentures can be bought and sold on NSE or BSE through a trading account, similar to equity shares.
  3. Online investment platforms: Many brokerage and fintech platforms allow investors to compare and invest in non-convertible debentures by showing interest rates, credit ratings, and maturity details in one place.

Things to check before investing:

  • Credit rating of the issuer
  • Interest rate and payout schedule
  • Tenure and maturity date
  • Secured or unsecured status
  • Liquidity in the secondary market

Taxation on Non Convertible Debentures

Knowing non convertible debentures taxation is very important because taxes can significantly affect your actual returns. In India, the tax treatment depends on whether the debentures are listed or unlisted and how long you hold them.

1. Tax on interest income: Interest earned from these debentures is fully taxable as per the investor’s income tax slab rate. This interest is added to your total income and taxed accordingly. For most investors, there is no special exemption on NCD interest income.

2. Tax on capital gains: If you sell non convertible debentures before maturity, capital gains tax applies.

  • Listed non convertible debentures
    • Held for up to 12 months: Short-term capital gains are taxed as per the income tax slab
    • Held for more than 12 months: Long-term capital gains are taxed at 10 percent without indexation
  • Unlisted non convertible debentures
    • Capital gains are always taxed as per the income tax slab, regardless of the holding period

3. Tax deduction at source (TDS): For resident investors, TDS is generally not deducted on interest earned from listed non convertible debentures held in demat form. However, TDS may apply in certain cases for unlisted NCDs or when interest is paid through specific modes.

Due to these rules, investors should not look at interest rates alone and must consider post-tax returns while investing in non convertible debentures. Consulting a tax professional is also advisable for personalised tax planning.

Who Can Invest in Non Convertible Debentures?

This investment option is suitable for people who are looking for stable income and predictable returns over a fixed period. It works well for investors who do not want daily exposure to stock market ups and downs and prefer clarity on interest payouts and maturity value.

Investors who may find this suitable include:

  • Conservative investors who want better returns than fixed deposits but are still cautious about risk
  • Retired individuals looking for regular interest income
  • Salaried professionals who want steady cash flow along with long-term savings
  • Investors with medium-term goals, such as funding education or planned expenses
  • Those who understand credit risk and are comfortable evaluating credit ratings

However, this option may not be ideal for investors who need high liquidity, want rapid capital growth, or are uncomfortable with credit-related risks. Such investors may find equity-based instruments or mutual funds more suitable for their goals.

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Advantages of Non Convertible Debentures

  • Fixed and predictable income: The interest rate is decided at the time of investment and remains the same throughout the tenure. This helps investors plan their cash flow and future expenses with confidence.
  • Better returns than fixed deposits: These instruments generally offer higher interest rates than bank fixed deposits, making them attractive for income-focused investors.
  • Lower market volatility: Returns are not directly linked to stock market movements, so short-term market fluctuations do not affect interest income.
  • Flexible interest payout options: Investors can choose how they want to receive interest, such as monthly, quarterly, annually, or at maturity, depending on their income needs.
  • Higher priority during repayment: In case the issuing company is liquidated, debenture holders are paid before equity shareholders, which adds a layer of safety.

Disadvantages of Non Convertible Debentures

  • Credit or default risk: If the company’s financial position weakens, there is a risk of delayed interest payments or loss of principal, especially in lower-rated issues.
  • Liquidity constraints: Selling before maturity may not always be easy, and investors may have to sell at a lower price if there are limited buyers.
  • Interest rate risk: When market interest rates increase, newly issued instruments may offer better returns, making existing investments less attractive.
  • No participation in company growth: Investors do not benefit from the company’s profits or share price appreciation, as they are lenders, not owners.
  • Taxation reduces net returns; Interest income is taxed according to the investor’s income tax slab, which can significantly reduce the actual return.

Common Mistakes Investors Make with NCDs

Many investors focus only on returns and ignore important factors, which can lead to poor investment decisions. Being aware of these common mistakes can help avoid unnecessary losses.

  • Chasing high interest rates blindly: Higher returns often come with higher risk. Investing only because the interest rate looks attractive without checking the company’s financial health can be risky.
  • Ignoring credit ratings: Credit ratings indicate the issuer’s ability to repay debt. Choosing lower-rated instruments without understanding the risk involved is a common mistake.
  • Not checking whether the issue is secured or unsecured: Secured instruments offer better protection as they are backed by assets, while unsecured ones carry higher risk.
  • Overlooking liquidity needs: Some investors invest money they may need urgently later. Since selling before maturity can be difficult, this can create financial stress.
  • Lack of diversification: Putting a large amount into a single issuer increases risk. Spreading investments across different issuers helps reduce potential losses.

Conclusion

Non convertible debentures offer a clear investment option for those seeking fixed income with better returns than traditional savings instruments. They provide predictable interest, defined tenure, and priority over shareholders during repayment. However, returns are closely linked to the financial strength of the issuing company, making credit evaluation essential. Interest rates may look attractive, but risk factors such as liquidity and taxation should always be considered. 

When chosen carefully, these instruments can play a useful role in building stable income within a diversified portfolio. A disciplined approach focused on safety and suitability helps investors use them effectively for long-term financial planning.

Frequently Asked Questions

  1. What are non convertible debentures?

    Non convertible debentures are fixed-income instruments issued by companies to raise funds. Investors earn regular interest at a fixed rate and receive the principal amount at maturity, without any option to convert the investment into company shares.

  2. Are non convertible debentures safe for investors?

    The safety of non convertible debentures depends on the credit rating and financial stability of the issuing company. Higher-rated issues are generally considered safer, while lower-rated ones carry higher risk but offer higher returns.

  3. How do non convertible debentures generate returns?

    Returns from non convertible debentures come from fixed interest payments made by the issuing company. These payments can be monthly, quarterly, annually, or at maturity, based on the terms of the issue.

  4. Can non convertible debentures be sold before maturity?

    Yes, listed non convertible debentures can be sold on stock exchanges before maturity. However, liquidity may vary, and the selling price depends on market demand and interest rate movements.

  5. How are non convertible debentures taxed in India?

    Interest earned from non convertible debentures is taxed as per the investor’s income tax slab. If sold before maturity, capital gains tax applies based on whether the debentures are listed or unlisted.

  6. Who should consider investing in non convertible debentures?

    Non convertible debentures are suitable for investors seeking stable income, predictable returns, and lower exposure to stock market volatility, provided they understand the associated credit and liquidity risks.

Disclaimer: This article is intended for educational purposes only. Please note that the data related to the mentioned companies may change over time. The securities referenced are provided as examples and should not be considered as recommendations.
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Written by Ayush Maurya

Ayush is a seasoned financial markets expert with over 3years of experience. He has a passion for breaking down complex financial concepts into simple, digestible terms. Through his 50+ articles, Ayush has helped countless individuals navigate the often intimidating world of finance.

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