Published Jan 16, 2026 4 Min Read

Introduction

Debentures are a popular investment option for individuals seeking fixed returns. Among them, convertible and non-convertible debentures stand out due to their unique features and benefits. Understanding the distinctions between these two types is essential for making informed investment decisions. This article delves into the key differences between convertible and non-convertible debentures, their features, advantages, and factors to consider when investing.

Disclaimer: Investments in securities markets are subject to market risks. Please read all scheme-related documents carefully before investing.

What are debentures?

Debentures are long-term financial instruments issued by companies to raise capital from investors. They are a type of debt instrument that offers fixed interest payments over a specified period. Unlike shares, debentures do not provide ownership in the company but act as a loan from the investor to the issuer. Debentures can be secured or unsecured, depending on whether they are backed by the company’s assets.

For more information, read about debentures.

What are convertible debentures?

Convertible debentures are a type of debt instrument that can be converted into equity shares of the issuing company after a predetermined period. This feature provides investors with the flexibility to benefit from potential capital appreciation if the company performs well. Convertible debentures typically offer lower interest rates compared to non-convertible ones since they include the option of conversion into shares.

Learn more about shares and their role in investments.

What are non-convertible debentures?

Non-convertible debentures (NCDs) are fixed-income instruments that cannot be converted into equity shares. These instruments are ideal for investors seeking stable and predictable returns. NCDs generally offer higher interest rates than convertible debentures, as they lack the flexibility of conversion. They are often secured, providing additional safety for investors by backing the debenture with the company’s assets.

Convertible vs non-convertible debentures

Understanding the differences between convertible and non-convertible debentures is crucial for selecting the right investment based on your financial goals. Below is a detailed comparison:

FeatureConvertible DebenturesNon-Convertible Debentures (NCDs)
DefinitionDebt instruments with the option to convert into equity shares.Debt instruments that cannot be converted into shares.
Interest RatesLower interest rates due to the conversion option.Higher interest rates as they lack conversion flexibility.
Risk LevelHigher risk due to dependency on the company’s equity performance.Lower risk as they provide fixed returns.
LiquidityCan be liquidated by converting into shares.Cannot be converted but may be traded on secondary markets.
Investor ProfileSuitable for investors seeking capital appreciation.Ideal for risk-averse investors seeking stable returns.
SecurityOften unsecured.Usually secured with company assets.
Tax ImplicationsGains from conversion may attract capital gains tax.Interest income is taxable as per the investor’s tax slab.

Pros and Cons

Convertible Debentures

Pros:

  • Potential for capital appreciation through equity conversion.
  • Offers flexibility to investors.

Cons:

  • Lower interest rates.
  • Higher risk due to stock market volatility.

Non-Convertible Debentures

Pros:

  • Higher and stable interest rates.
  • Lower risk due to fixed returns and asset-backed security.

Cons:

  • No capital appreciation opportunity.
  • Limited flexibility compared to convertible debentures.

For a better understanding of the differences between shares and stocks, visit our knowledge centre.

Conclusion

Both convertible and non-convertible debentures have their unique features and benefits. Convertible debentures are suitable for investors willing to take risks for potential capital appreciation, while non-convertible debentures cater to those seeking stable and predictable returns. When choosing between the two, consider your financial goals, risk tolerance, and investment horizon.

If you are looking to start your investment journey, you can open a Demat account today to explore a wide range of financial instruments.

Disclaimer: Past performance is not indicative of future returns. Bajaj Broking does not provide investment advisory services.

Frequently Asked Questions

How do convertible debentures differ from non-convertible ones?

Convertible debentures offer the flexibility to convert into equity shares after a specific period, allowing investors to benefit from potential capital appreciation. In contrast, non-convertible debentures provide fixed returns without the option of conversion. They are ideal for risk-averse investors seeking stable income.

What are the advantages of investing in convertible debentures?

Convertible debentures provide dual benefits: fixed interest income during the tenure and the potential for capital appreciation through equity conversion. This makes them attractive for investors looking to combine stability with growth opportunities.

What are the risks associated with non-convertible debentures (NCDs)?

While NCDs offer stable returns, they are subject to credit risk, as the issuer's financial stability affects repayment. Additionally, interest income from NCDs is taxable, which may reduce overall returns.

Can investors convert convertible debentures into equity shares?

Yes, investors can convert convertible debentures into equity shares after a predetermined period, as specified by the issuing company. This conversion provides an opportunity to benefit from the company’s growth and market performance.

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Disclaimer

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Standard Disclaimer

Investments in the securities market are subject to market risk, read all related documents carefully before investing.

Research Disclaimer

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Research Services are offered by Bajaj Financial Securities Limited as Research Analyst under SEBI Registration No.: INH000010043.

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Investment in the securities involves risks, investor should consult his own advisors/consultant to determine the merits and risks of investment.