The Securities and Exchange Board of India (SEBI) has released a Master Circular for Debenture Trustees, which consolidates all existing circulars regarding their regulation into a single document. This compilation is intended to provide easy access for Debenture Trustees and other market participants to all relevant procedural and disclosure requirements. The Master Circular supersedes previous individual circulars, but any actions taken under those rescinded circulars remain valid. The document outlines the procedures for online registration and payment, including digital payment methods. It also details the process for obtaining prior approval for a change in control, clarifying that certain transfers of shares among immediate relatives or through transmission will not be considered a change in control. Furthermore, the circular clarifies the process for the transfer of business between legal entities and the voluntary surrender of a certificate of registration. It concludes by mandating that Debenture Trustees must establish a designated, non-person-centric email address for all regulatory communications with SEBI.
Securities and Exchange Board of India
Master Circular No. SEBI/HO/DDHS-PoD-1/P/CIR/2025/117|Dated: August 13, 2025
To,
All Registered Debenture Trustees,
Trustees Association of India (TAI),
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. Debenture Trustees are regulated under the provisions of Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 (‘DT Regulations’). While the broad framework for Debenture Trustees has been laid down in the DT Regulations, over the years, procedural/ disclosure requirements and obligations have been specified by SEBI through circulars.
2. For effective regulation of the corporate bond market and to enable the Debenture Trustees and other market stakeholders to get access to all the applicable circulars at one place, this Master Circular has been prepared.
3. This Master Circular is a compilation of the existing circulars as on August 13, 2025, with consequent changes. 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 Accordingly, the list of existing circulars for Debenture Trustees which have been superseded by this Master Circular is placed at Annex-1.
4. Notwithstanding such rescission, –
4.1 anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and
4.2 any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of these regulations.
5. The Debenture Trustees are directed to comply with the conditions laid down in this Master Circular. Further, it is reiterated that the Debenture Trustees shall have necessary systems and infrastructure in place for implementation of this circular. The Board of Directors of the Debenture Trustees shall be responsible for ensuring compliance with these provisions.
6. This Circular is issued in exercise of the powers conferred under:
6.1 Section 11(1) of Securities and Exchange Board of India Act, 1992,
6.2 Regulation 2A of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993,
6.3 Regulation 55 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (‘NCS Regulations’),
6.4 Regulation 29 of Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations 2015, and
6.5 Regulation 101(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘LODR Regulations’),
to protect the interest of investors in securities and to promote the development of, and to regulate, the securities market.
Yours faithfully,
Rohit Dubey
General Manager
Department of Debt and Hybrid Securities
Tel No. 022-2644-9510
Email ID – rohitd@sebi.gov.in
Chapter I: Terms of Registration
1. Online registration mechanism for Debenture Trustees:
1.1. The SEBI Intermediary Portal is available at https://siportal.sebi.gov.in for SEBI registered intermediaries including Debenture Trustees to submit registration applications online. SEBI Intermediary Portal shall, inter-alia, include online application for registration, processing of application, grant of final registration, application for surrender/ cancellation, submission of periodical reports, requests for change of name/ address/ other details, etc. The link for SEBI Intermediary Portal is also available on SEBI website – www.sebi.gov.in.
1.2. All applications for registration/ surrender/ other requests will be made through SEBI Intermediary Portal only. The applicants will be separately required to submit relevant documents viz. declarations/ undertakings required as a part of application forms prescribed in relevant regulations, in physical form, only for records without impacting the online processing of applications for registration.
1.3. In case of any queries and clarifications with regard to the SEBI Intermediary Portal, Debenture Trustees may contact on 022-26449364 or may write at portalhelp@sebi.gov.in.
2. Digital mode of payment:
2.1. SEBI has enabled digital mode of payment (Real Time Gross Settlement (RTGS)/ National Electronic Funds Transfer (NEFT)/ Immediate Payment Service (IMPS), etc.) for fees/ penalties/ remittance/ other payments etc.
2.2. In order to identify and account for such direct credit in the SEBI account, Debenture Trustee shall provide the information to SEBI once the payment is made as per the format specified below:
| Date | |
| Department of SEBI | |
| Name of Intermediary/ Other Entities | |
| Type of Intermediary | |
| SEBI Registration Number (if any) | |
| Permanent Account Number (PAN) | |
| Amount (in INR) |
–
| Purpose of Payment (including the period for which payment was made e.g. quarterly, annually) | |
| Bank name and Account number from which payment is remitted | |
| UTR No. |
2.3. The above information should be emailed to the respective department(s) as well as to the Treasury & Accounts division at tad@sebi.gov.in.
3. Grant of prior approval to Debenture Trustee for change in control:
3.1. Debenture Trustee is required to obtain prior approval of SEBI in case of change in control. With a view to expedite the process of granting prior approval, SEBI has adopted a ‘single window clearance at SEBI’, for the Debenture Trustees in case of their having multiple registrations with SEBI.
3.2. Therefore, in case a Debenture Trustee holds multiple registrations with SEBI, it shall make only one application addressed to “Chief General Manager, Department of Debt and Hybrid Securities, SEBI” accompanied by the following information:
a) Whether any application was made in the past to SEBI seeking registration in any capacity but it was not granted? If yes, details thereof.
b) Whether any action has been initiated/ taken under Securities Contracts (Regulation) Act, 1956 / Securities and Exchange Board of India Act, 1992, or rules and regulations made thereunder? If yes, status thereof along with corrective action taken to avoid such violations in the future.
c) The acquirer shall also confirm that it shall honour all past liabilities/ obligations of the applicant, if any.
d) Whether any investor complaint is pending? If yes, steps taken and confirmation that the acquirer shall resolve the same.
e) Details of litigation, if any.
f) That all the fees due to SEBI have been paid.
g) That there will not be any change in the Board of Directors of incumbent or in its management team, till the time prior approval is granted.
h) That the incumbent shall inform all its existing investors/ clients in order to enable them to take informed decisions regarding their continuance or otherwise with the entity with new management.
3.3. Further, in case the incumbent is a registered stock broker and/ or depository participant, in addition to the above, it shall obtain approval/ No Objection Certificate (NOC) from all the Stock Exchanges/ Depositories, where the incumbent is a member/ Depository Participant and forward a self-attested copy of the same to SEBI.
3.4. The prior approval granted by SEBI shall be valid for a period of 180 days from the date of communication.
4. Effect on change in control in case of transfer of shareholdings among immediate relatives and transmission of shareholdings in case of a Debenture Trustee being an unlisted body corporate:
In the following scenarios, change in shareholdings of a Debenture Trustee will not be construed as change in control:
4.1. Transfer of shareholding among immediate relatives shall not be treated as resulting in change in control;
4.2. Transfer of shareholding by way of transmission to immediate relative or not, shall not be treated as resulting in change in control;
Immediate relative shall be construed as defined under Regulation 2(l) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which, inter-alia, includes any spouse of that person, or any parent, brother, sister or child of the person or of the spouse.
4.3. Incoming shareholders in the Debenture Trustee, pursuant to transfer of shares from immediate relative/ transmission of shares (immediate relative or not), need to satisfy the fit and proper person criteria stipulated in Schedule II of the SEBI (Intermediaries) Regulations, 2008.
5. Transfer of business by SEBI registered intermediaries to other legal entity:
SEBI has been receiving registration applications pursuant to transfer of business (SEBI regulated business activity) from one legal entity which is a SEBI registered Intermediary (transferor) to other legal entity (transferee). In this regard, following is clarified:
5.1. The transferee shall obtain fresh registration from SEBI in the same capacity before the transfer of business if it is not registered with SEBI in the same capacity. SEBI shall issue new registration number to transferee different from transferor’s registration number in the following scenarios:
a) Business is transferred through regulatory process (pursuant to merger/ amalgamation/ corporate restructuring by way of order of primary regulator/ govt./ National Company Law Tribunal (NCLT), etc.) or non-regulatory process (as per private agreement/ MOU pursuant to commercial dealing/ private arrangement) irrespective of transferor continues to exist or ceases to exist after the said transfer.
b) In case of change in control pursuant to both regulatory process and non-regulatory process, prior approval and fresh registration shall be obtained. While granting fresh registration to same legal entity pursuant to change in control, same registration number shall be retained.
c) If the transferor ceases to exist, its certificate of registration shall be surrendered.
d) In case of complete transfer of business by transferor, it shall surrender its certificate of registration.
e) In case of partial transfer of business by transferor, it can continue to hold certificate of registration.
6. Surrender of certificate of Registration:
6.1. If a Debenture Trustee wishes to surrender the certificate of registration voluntarily, it shall transfer, wherever relevant, its existing business/ client accounts to another SEBI registered Debenture Trustee, before making such request to SEBI in the format specified in Annex-IA of this Master Circular.
6.2. The Debenture Trustee may, if it so desires, make a representation for dispensing with the procedure, along with the application, for surrender in terms of the first proviso to Regulation 33B of SEBI (Intermediaries) Regulations, 2008.
6.3. In all cases of transfer of business or client accounts to another registered Debenture Trustee, the clients shall not be subjected to any additional cost.
7. Designated e-mail id for regulatory communication with SEBI:
7.1. In order to facilitate the issuance of digitally signed circulars, Debenture Trustees are required to create a designated email-id for regulatory communications. This email-id shall be exclusively for the above purpose and should not be person centric.
7.2. The designated email-id shall be communicated to SEBI by emailing a file to dt@sebi.gov.in, as prescribed below:
a) The file should be an excel file;
b) The name of the file and the subject of the email shall specify the type of Debenture Trustee and the name of the Debenture Trustee. For example – “Debenture Trustee – ABC co. Ltd – communication of designated email-id.”
c) The file shall contain the following details:
| Name | Address | Category | Registration No. | Designated email id | Name of compliance officer |
