Compulsory Convertible Debentures (CCDs) are among the most preferred hybrid financial instruments in India. In 2025, startups, venture capital investors, and corporate borrowers continue to favor CCDs for their dual advantage — raising debt today that automatically converts into equity tomorrow.
CCDs combine the stability of debt with the flexibility of equity. They allow investors to earn interest during the tenure and gain ownership after conversion. This guide explains the meaning, structure, valuation, and taxation of CCDs in India (2025) with examples and expert insights.
What Are Compulsory Convertible Debentures (CCDs)?
A Compulsory Convertible Debenture (CCD) is a debt instrument issued by a company that mandatorily converts into equity shares after a specified period.
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Issuer: Company raising capital.
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Investor: Individual or institution providing funds.
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Conversion: Happens automatically on maturity as per pre-agreed terms.
Example:
If a company issues ₹10 lakh worth of CCDs with a 3-year conversion clause, the investor will receive equity shares after 3 years — not repayment in cash.
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Valuation of CCDs under Ind AS 109 (2025)
As per Ind AS 109 (Financial Instruments), CCDs are treated as compound financial instruments — a mix of debt and equity components.
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Debt Component: Present value of interest and principal repayments.
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Equity Component: Residual value after deducting the debt portion.
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Valuation Method: Discounted Cash Flow (DCF) or Yield Method, depending on the structure.
Key Inputs for Valuation:
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Conversion ratio
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Market discount rate
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Interest rate on CCD
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Tenure & conversion date
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Expected equity valuation at conversion
In 2025, both the RBI and SEBI have reinforced compliance for issuing Compulsory Convertible Debentures (CCDs).
Key points include:
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Eligibility: Private limited and public companies can issue CCDs, subject to sectoral caps and FDI guidelines.
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Tenure & Conversion: Most CCDs must be converted within a specified period, generally not exceeding 10 years (as per RBI).
Compliance: Allotment, conversion pricing, and reporting must strictly follow RBI and SEBI notifications.
CCD Valuation
In 2024, multiple Indian fintech startups—particularly in payments and lending—raised funds using Compulsory Convertible Debentures (CCDs) as the preferred instrument for overseas investment.
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Why CCDs? They allowed startups to structure investments as debt initially, while assuring conversion into equity later, giving investors protection and flexibility.
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Mandatory Valuation: For each issuance, companies had to obtain a certified CCD valuation report to comply with FEMA (Foreign Exchange Management Act) and SEBI pricing guidelines.
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Regulatory Framework (2025):
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SEBI ICDR Regulations → govern pricing of CCDs for listed/unlisted companies.
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RBI/FEMA Rules → apply when CCDs are issued to foreign investors, requiring a fair valuation at or above market price.
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Income Tax Act (Section 56 & 50CA) → ensures CCDs are not underpriced, avoiding tax implications.
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✅ Why It Matters in 2025
In 2025, SEBI and RBI have tightened compliance checks on cross-border CCD issuances. Companies raising funds through CCDs must ensure their valuation is backed by Registered Valuers and adheres to Rule 11UA of the Income Tax Act to avoid penalties.
CCDs in the Financial Ecosystem
Compulsory Convertible Debentures (CCDs) have become increasingly popular, especially in startup funding and corporate structuring. But what exactly are CCDs, and how do they work?
This comprehensive 2024 guide simplifies CCDs, highlights their key features, explains their legal treatment, and includes examples to help you understand their role in business finance, compliance, and valuation.
When raising funds, the primary question is whether to opt for equity or debt financing. Equity financing risks diluting ownership stakes in the company, while debt financing entails hefty interest rates. As a viable alternative, Compulsory Convertible Debentures (CCDs) offer a solution by initially functioning as debt instruments that must convert into equity at a predetermined time or upon specific events.
CCDs act as a mix of debt and equity, initially functioning as debt but ultimately converting into equity, blurring the traditional boundaries between the two.
CCD Conversion Example
Suppose:
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A company issues 1,000 CCDs at ₹1,000 each (face value = ₹100, premium = ₹900).
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The CCDs are to be converted after 3 years at a ratio of 1:10 (1 CCD = 10 shares).
On Conversion:
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Investor receives 10,000 equity shares (1,000 CCDs × 10).
The company’s share capital increases accordingly
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Real-World Example (2025 Startup Funding)
In early 2025, fintech startup Credwise raised ₹20 crores in a bridge round using CCDs. These instruments allowed early investors to convert their debt into equity at a 20% discount during the next funding round. This move helped the company avoid immediate dilution while securing capital and gave investors a clear exit path.
The CCDs were structured with a 2-year maturity and linked to ESOP pool expansion, offering flexibility for both founders and funders.
What is Compulsory Convertible Debentures?
The term “Compulsory Convertible Debentures” refers to a combination of two financial tools: debt and equity. When companies need funds, they issue CCDs to raise capital. These CCDs work like regular loans initially, with the company paying fixed interest to the investors who hold them. But here’s the twist: these debentures must convert into company shares within a set time, as agreed upon when they were issued.
How do CCDs Work?
CCDs are a dual financial instrument, offering investors a blend of fixed income and potential equity ownership. Here’s how they work:
Initial Loan-like Function
At the outset, CCDs function much like traditional loans or debentures. Investors who purchase CCDs are essentially lending money to the issuing company.
In return for their investment, they receive regular interest payments at a predetermined rate, similar to the interest received on bonds or conventional debentures. This fixed income stream provides investors with a steady cash flow, offering stability and predictability in their investment returns.
Automatic Conversion
Unlike conventional debentures that remain as debt throughout their tenure, CCDs have a uniqe feature – automatic conversion into equity shares. This conversion occurs automatically at a specified time or upon the occurrence of predetermined events.
This can be reaching a certain maturity date or meeting specific performance targets. Once these conditions are met, CCDs seamlessly transition into equity shares of the issuing company, allowing investors to become partial owners of the business Valuation.
Mandatory Conversion
The defining feature of CCDs is their mandatory conversion provision, which sets them apart from other convertible securities. Unlike optionally convertible securities, where investors have the choice to convert their holdings into equity, CCDs mandate conversion within the stipulated timeframe or upon fulfilment of predetermined conditions.
This mandatory conversion ensures that investors transition from creditors to shareholders of the company, aligning their interests with the long-term growth and success of the business.
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Benefits of CCDs
CCDs present several benefits for both issuing companies and investors alike. Some of the benefits of CCDs are as follows:
1. Capital Infusion without Immediate Dilution:
CCDs offer companies a strategic avenue for capital infusion without necessitating an immediate dilution of ownership or control. By issuing CCDs, companies can secure funds to fuel growth initiatives or finance strategic projects while retaining operational autonomy and control over decision-making processes.
2. Clear Timeline for Conversion:
One of the key advantages of CCDs is the provision of a clear timeline for debt-to-equity conversion. This feature facilitates long-term planning and financial forecasting for both companies and investors.
With a predetermined conversion schedule, companies can anticipate changes in capital structure. This facilitates effective resource allocation and strategic decision-making.
3. Dual Benefit for Investors
Investors stand to gain several benefits from investing in CCDs. Firstly, they can enjoy regular interest payments similar to bondholders. This provides a steady income stream and enhances portfolio diversification.
Additionally, investors have the opportunity to profit from any appreciation in the company’s value when CCDs convert into equity shares. This dual benefit structure aligns investor interests with the long-term performance and growth trajectory of the issuing company.
Risks to Consider
Like any investment, CCDs come with risks. If the company doesn’t perform well or its shares lose value, investors might not get back what they put in. Additionally, the conversion process can dilute the ownership stake of existing shareholders, potentially affecting their control over the company.
Recent Case Studies on CCDs (2023–24)
1. Supreme Court Ruling on CCDs as Equity Instruments
In November 2023, the Supreme Court of India adjudicated a significant case involving IVRCL Chengapalli Tollways Ltd (ICTL). The appellant had invested in CCDs issued by ICTL. Upon ICTL’s financial downturn and subsequent insolvency proceedings, the appellant sought to recover the investment, claiming the CCDs constituted debt. The Supreme Court upheld the classification of CCDs as equity instruments, emphasizing that instruments mandatorily convertible into shares are to be treated as equity, not debt.
Implication: This ruling underscores the importance of understanding the inherent nature of CCDs and their treatment in insolvency scenarios, highlighting the necessity for investors to recognize the equity-like risks associated with such instruments.
2. Cholamandalam Investment and Finance Company Limited’s CCD Issuance
In September 2023, Cholamandalam Investment and Finance Company Limited announced the issuance of CCDs with a face value of ₹1,00,000 each. These debentures carry an interest rate of 7.50% per annum, payable semi-annually, and are set for compulsory conversion into equity shares by September 30, 2026.
Implication: This issuance reflects a strategic approach to capital raising, allowing the company to secure funds with an instrument that transitions from debt to equity, thereby potentially optimizing its capital structure over time.
Need Guidance to Navigate CCD Opportunities?
CCDs offer a creative way for companies to raise funds and for investors to participate in their growth. By blending elements of debt and equity, CCDs provide a flexible financing option that can benefit both parties. However, it’s crucial for investors to understand the risks involved and carefully evaluate the terms before diving in.
For tailored financial valuation, including CCDs, contact RNC to optimize investments with expert guidance. As an expert in financial valuation services, we specialize in assessing the fair value of a diverse range of financial instruments, including CCDs. Reach out today for customized business valuation solutions.
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Conclusion: Should You Use CCDs?
CCDs are a flexible, regulation-compliant way to raise capital, especially in early-stage and growth-phase companies. When structured properly, they balance investor confidence and founder control.
For investors, CCDs offer downside protection (as debt) with upside potential (as equity). For companies, they enable smart funding without immediate dilution.
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Frequently Asked Questions
1. What is a Compulsory Convertible Debenture (CCD)?
A CCD is a debt instrument that automatically converts into equity shares of the issuing company after a fixed period.
2. How are CCDs valued in India?
Under Ind AS 109, CCDs are valued as compound instruments using DCF or yield-based methods that consider both interest and conversion value.
3. How are CCDs taxed in India?
Interest is taxable as income, but conversion itself isn’t treated as a taxable transfer. Only sale of shares after conversion attracts capital gains tax.
4. What’s the difference between CCDs and convertible preference shares?
CCDs are debt instruments with mandatory conversion, while CPS are equity instruments with optional conversion.
About the author:
Sahil Narula
Sahil Narula is the Managing Partner at RNC Valuecon LLP and a Registered Valuer with IBBI. He brings over a decade of experience in Valuation Services, Corporate Finance, and Advisory, having led numerous complex assignments under the Insolvency & Bankruptcy Code, 2016, Mergers & Acquisitions, Insurance, and Financial Reporting.
He is a regular speaker at national forums (ASSOCHAM, CII, ICAI, IBBI, Legal Era) and currently serves as Co-Chairman of ASSOCHAM’s National Council on Insolvency & Valuations and a member of CII’s Task Force on Insolvency & Bankruptcy.
🤝Connect with Sahil on LinkedIn.