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Market-Linked Debentures (MLDs)

Market-Linked Debentures (MLDs)

An MLD is a debt instrument (a type of debenture/bond) whose final payoff (interest/return) is linked to the performance of a specified market asset or index — for example an equity index (Nifty/ S&P 500), gold, or another benchmark. Instead of a fixed coupon, the return depends on how the underlying performs over the term. MLDs are still debt securities and carry the issuer’s credit risk.

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Market-Linked Debentures (MLDs)

Key features Market-Linked Debentures (MLDs)

  • Issued like a bond/debenture and typically repay principal at maturity (structure varies). 

  • Returns are linked to an underlying index/asset — may pay nothing if the market underperforms, or provide enhanced returns if it performs well.Some MLDs are designed with partial or full principal protection; others are not — read the offering terms. 

  • They carry issuer (credit) risk — if the issuer defaults, investors may lose money even if the underlying performed well.

  • Tax treatment and rules have changed in many jurisdictions (important for net returns) — check the current tax rules. 

How an Market-Linked Debentures works — step-by-step (simple, concrete flow)

  1. Issuer creates the MLD and sets terms
    The issuing company (or financial institution) publishes an offer document with: issue price, face value, maturity date, the underlying used (e.g., Nifty, Gold), formula for payout, any principal-protection details, early-exit/liquidity rules, and credit rating (if any). 

  2. Investor buys the MLD
    You subscribe (primary issue) or buy in the secondary market. Minimum investments can be higher than retail bonds — read the prospectus.

  3. Underwriting / structuring (issuer hedges exposure)
    The issuer typically hedges the market exposure with derivatives (options/swaps) so it can promise the structure. The investor does not directly own the underlying asset — they hold a debt claim whose payoff is linked to that asset. 

  4. Holding period (no periodic market-linked coupons in many designs)
    Many MLDs do not pay periodic coupons. Instead, returns are computed at maturity based on the index/asset performance and the pre-set payout formula (e.g., participation rate, caps, barriers). Some designs offer periodic pay-outs — read specifics. Maturity — payoff calculation and principal repayment
    At maturity the issuer calculates the payoff:

    • If the structure has principal protection and issuer is solvent, you get your principal back + any market-linked gain (per formula).

    • If the structure is unprotected and market performed poorly, your return can be zero or negative (you may get less than principal depending on design).

    • If the issuer defaults, recovery depends on creditor hierarchy — you may lose principal irrespective of the market. Taxation / reporting
      Tax treatment depends on jurisdiction and specific structure. In India, tax rules were changed around 2023: MLD income/treatment was revised (check current law for whether gains are taxed as short-term income or LTCG). Always confirm with your tax advisor or the latest tax guidance. 

Main risks to watch

  1. Issuer (credit) risk — MLD is a debt claim; if issuer becomes insolvent you may lose money. 

  2. Market / underlying risk — returns depend on the underlying; you may earn nothing if it underperforms. 

  3. Liquidity risk — secondary market may be thin; exiting early can be costly.Complex payoff structure — caps, participation rates and barriers can limit upside. Tax / regulatory risk — tax rule changes can materially affect net returns (historically relevant in India). 

Example (very simplified)

  • Issue: 3-year MLD linked to Nifty. Principal: ₹100,000.

  • Payout rule: If Nifty is up at maturity, you get principal + 80% of the Nifty gain; if Nifty is down, you get principal back (principal protected).

  • Outcome A (market up 20%): payoff = ₹100,000 + 0.8×20%×₹100,000 = ₹116,000.

  • Outcome B (market down 10%): payoff = ₹100,000 (principal protection applies).
    (Real MLDs may include caps, participation rates, knock-in/knock-out features, and fees — read the

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