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Sebi Tests Demat 2.0: Tokenizing Corporate Bonds with Digital Rupee

· · 3 min read

India's capital markets regulator, Sebi, is piloting Demat 2.0 to integrate tokenized corporate bonds with the RBI's wholesale digital rupee. This initiative aims to create a common settlement infrastructure for regulated financial assets, potentially enabling real-time, programmable transactions.

The Securities and Exchange Board of India (Sebi) has launched its Demat 2.0 pilot, a significant step towards modernizing the corporate bond market. This initiative explores the integration of tokenized corporate bonds with the Reserve Bank of India’s (RBI) wholesale digital rupee (CBDC) on a unified settlement infrastructure, leveraging distributed ledger technology (DLT).

Understanding Sebi's Demat 2.0 Initiative

Demat 2.0 is not about creating new financial instruments, but rather transforming how existing corporate bonds are issued, recorded, transferred, and settled. Under the pilot, corporate bonds are issued as native digital tokens on a private, permissioned DLT network managed by depositories. These tokenized bonds retain all their existing legal characteristics, including ISIN, coupon rates, maturity, and investor rights.

Investors participating in the pilot do not need a separate demat account. Their current demat accounts can be linked to a CBDC wallet, with depositories managing the necessary private cryptographic keys. This approach aims to streamline the process while maintaining regulatory oversight.

Atomic Settlement and Programmable Finance

A core feature of Demat 2.0 is its ability to facilitate atomic Delivery-versus-Payment (DvP). By connecting the tokenized securities leg with the payment leg via the wholesale digital rupee, the system ensures that securities and money change hands simultaneously. This eliminates the settlement gap, significantly reducing counterparty exposure and settlement risk.

“Demat 2.0 is best understood as new infrastructure for the corporate bond market. By issuing bonds as tokens on a distributed ledger and settling them against the wholesale digital rupee in a single simultaneous step, the regulators are eliminating the gap between the security and the cash leg - settlement becoming real-time, programmable and far less error-prone, with smart contracts capable of automating coupons and redemptions over time,” explained Nishchay Nath, Founder & CEO of BondScanner.

Automating Corporate Actions

Another potential innovation lies in the automation of corporate actions. The terms and conditions of a bond can be embedded into smart contracts, allowing for scheduled coupon payments, redemptions, and other actions to be automatically triggered based on predefined conditions and investor holdings. This could lead to a more efficient and error-free bond servicing process.

Phased Rollout and Future Prospects

The Demat 2.0 pilot is being rolled out in stages, with an initial focus on institutional participation and issuance. Subsequent phases are planned to introduce secondary-market trading and wider retail involvement. The success of these later stages, particularly in establishing secondary-market liquidity, will be crucial in determining whether tokenization moves beyond an experimental infrastructure.

Prateek Gupta, Head of Business at Mudrex, highlighted the broader implications: “The launch of Demat 2.0 is a significant development for the financial markets because the country is applying its Digital Public Infrastructure playbook, on which banks, exchanges and depositories operate, to other asset classes.” While the initial ₹1,025 crore pilot is small compared to India's $620 billion corporate bond market, its long-term significance will hinge on factors like secondary-market liquidity, broader participation, and the full realization of programmable corporate actions.

Ashish Singhal, Co-founder of CoinSwitch, echoed this sentiment, stating that the pilot could serve as a blueprint for the tokenization of a wider range of regulated financial assets. “SEBI’s Demat 2.0 pilot represents a significant evolution in the architecture of India’s capital markets. Its importance lies not merely in tokenising corporate bonds, but in creating a programmable and interoperable framework for issuance, ownership, settlement and asset servicing,” Singhal noted, emphasizing the potential for reduced settlement risk through DLT integration within a regulated framework.

Ultimately, the Demat 2.0 pilot represents a pivotal step for India’s financial markets, laying the groundwork for a future where regulated financial assets could be tokenized, leading to more efficient, transparent, and programmable transactions.

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