SEBI, through Circular dated 28 April 2026, has extended the timeline for Debenture Trustees (DTs) to comply with Regulation 9C introduced under the SEBI (Debenture Trustees) (Amendment) Regulations, 2025. The amendment required DTs to segregate non-SEBI regulated activities into separate business units within six months from the notification dated 27 October 2025. Following industry representations citing operational challenges in establishing required systems and processes, SEBI has granted an additional six-month extension. Accordingly, the revised deadline for compliance is now 27 October 2026. The operational framework and conditions prescribed under the earlier circular dated 25 November 2025 remain unchanged. The circular has been issued under powers conferred by Section 11(1) of the SEBI Act, 1992 and Regulation 2A of the DT Regulations, 1993, with the objective of protecting investor interests and ensuring orderly development and regulation of the securities market.
Securities and Exchange Board of India
Circular No. HO/(201)2026-DDHS-POD1 I/10421/2026 | Dated: 28/04/2026
To,
All Registered Debenture Trustees,
Recognized Stock Exchanges
Dear Sid Madam,
Sub: Extension of timeline for compliance with terms and conditions by Debenture Trustees for carrying out activities outside the purview of SEBI
1. On October 27, 2025, amendments to the SEBI (Debenture Trustees) Regulations, 1993 (“DT Regulations”) were notified, inter alia introducing Regulation 9C to provide clarity on the scope of permitted activities for Debenture Trustees (DTs). The provision inter-alia stipulates that a debenture trustee holding a valid certificate of registration may transfer its activities that are not regulated by SEBI to separate business unit(s) within a period of six months from the date of notification of the SEBI (Debenture Trustees) (Amendment) Regulations, 2025 in the Official Gazette, or within such extended period as may be specified by the Board.
2. Subsequently, the operational framework, including the terms and conditions governing activities undertaken by debenture trustees, was prescribed vide SEBI circular H0/17/11/12(3)2025-DDHS-POD1/1/146/2025 dated November 25, 2025.
3. Based on representations received from the industry highlighting operational challenges in establishing the necessary systems and processes for effective implementation, it has been decided to grant additional six months for compliance by the DTs. Accordingly, the provisions of the aforesaid amendment and circular shall be implemented by Debenture Trustees by October 27, 2026.
4. All other provisions of the SEBI Circular dated November 25, 2025 shall remain unchanged.
5. This circular is issued in exercise of powers conferred under Section 11(1) of Securities and Exchange Board of India Act, 1992 and Regulation 2A of SEBI (Debenture Trustees) Regulations, 1993, to protect the interest of investors in securities and to promote the development of, and to regulate, the securities market.
6. This circular is available on the website of the Securities and Exchange Board of India at sebi.gov.in under the category “Legal” and under the drop down “Circulars”.
7. This circular is issued with the approval of the competent authority.
Yours faithfully,
Ritesh Nandwani
Deputy General Manager
Department of Debt and Hybrid Securities
Tel No.022-2644-9696
Email ID – riteshn@sebi.00v.in
