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HNI wealth · Structured Product

Capital protection structures: principal-protected notes for conservative HNI

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  1. Facts

    Principal-protected notes combine a zero-coupon bond (protects principal) + call option (provides upside participation). Common issuers: large NBFCs, foreign banks operating in India.

  2. Provisions and law

    • IT Act | SEBI | RBI (for bank-issued products)
  3. Analysis

    Tax: Gains at maturity are typically taxed as debt income, at slab rate. No LTCG benefit. If the note has an equity component, the split treatment applies, equity portion at capital gains rates, debt portion at slab. For high-surcharge investors (income above ₹5Cr): Effective tax on debt gains = 42.74%. Capital protection at this cost may not be worth it. Consider equity-heavy PMS or AIF Cat I instead.

  4. Conclusion

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Convertible notes, CCPS and CCDs for startups (Companies Act and FEMA)

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