Summary: Securities and Exchange Board of India (SEBI) issued the Master Circular for Debenture Trustees on September 28, 2026 to provide Debenture Trustees and other market stakeholders access to applicable circulars on the subject at one place. SEBI noted that substantial modifications had been made after issuance of the Master Circular dated August 13, 2025, necessitating a separate Master Circular. With issuance of the new Master Circular, the August 13, 2025 Master Circular stands rescinded. However, actions already taken or purported to have been taken under the rescinded Master Circular are deemed to have been taken under corresponding provisions of the new Master Circular. Pending applications are similarly deemed to have been made under the corresponding provisions of the new circular. The rescission also does not affect the previous operation of the earlier Master Circular, rights, privileges, obligations or liabilities acquired or incurred under it, penalties for violations, or related investigations, legal proceedings or remedies. The Master Circular compiles existing circulars issued as on September 28, 2026, with the stipulations detailed chapter-wise, while Annexure 1 contains the list of existing circulars for Debenture Trustees superseded by it. SEBI issued the Master Circular under Section 11(1) of the Securities and Exchange Board of India Act, 1992 for investor protection and development and regulation of the securities market.
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Securities and Exchange Board of India
Master Circulars No. HO/17/11/12(2)2026-DDHS-POD1/I/22420/2026 | Dated: September 28, 2026
To,
All Registered Debenture Trustees,
Trustees Association of India (TAI)
United Trustee Association of India (UTAI)
All Registered Credit Rating Agencies,
Issuers who have listed and/ or propose to list Debt Securities and Municipal Debt Securities,
Recognized Stock Exchanges, and
Recognized Depositories
Madam/ Sir,
Sub: Master Circular for Debenture Trustees
1. For effective regulation of Debenture Trustees, Securities and Exchange Board of India has been issuing various Circulars from time to time.
2. In order to enable Debenture Trustees and other market stakeholders to have access to all applicable Circulars in the subject matter at one place, the Master Circular dated August 13, 2025 was issued. From the date of issuance of such Master Circular, substantial modifications have been carried out in such Master Circular, requiring issuance of separate Master Circular.
3. With the issuance of this Master Circular, the Master Circular dated August 13, 2025 shall stand rescinded. Notwithstanding such rescission, –
a) anything done or any action taken or purported to have been done or taken under the rescinded Master Circular, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and
b) any application made to the Board under the rescinded Master Circular, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular.
c) the previous operation of the rescinded Master Circular or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded Master Circular, any penalty, incurred in respect of any violation committed against the rescinded Master Circular, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded Master Circular had continued to be in force.
4. This Master Circular is a compilation of the existing circulars issued as on September 28, 2026. The stipulations contained in these circulars have been detailed chapter-wise in this Master Circular. Accordingly, the list of existing circulars for Debenture Trustees which have been superseded by this Master Circular is placed at Annexure 1.
5. This Master Circular is issued in exercise of the powers conferred under Section 11(1) of Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.
6. This Master Circular is available on SEBI website at www.sebi.gov.in under the categories “Legal framework > Master Circulars”.
Yours faithfully,
Rohit Dubey
General Manager
Department of Debt and Hybrid Securities
Tel No. 022-2644-9510
Email ID – [email protected]
