Summary: SEBI, through its circular dated October 27, 2026, has granted debenture trustees an additional six months, up to April 27, 2027, to comply with the requirements governing activities outside its regulatory purview. Regulation 9C, introduced through the SEBI (Debenture Trustees) (Amendment) Regulations, 2025 notified on October 27, 2025, provides for transferring activities not regulated by SEBI to separate business units within six months of notification, or within an extended period specified by the Board. The operational framework and applicable terms and conditions were prescribed through the circular dated November 25, 2025. Following industry representations concerning operational difficulties in establishing the necessary systems and processes, SEBI had earlier extended the compliance deadline to October 27, 2026 through its circular dated April 28, 2026. SEBI subsequently constituted an Expert Working Group in June 2026 to review the regulatory framework governing debenture trusteeship activities and incidental matters. Considering the group’s comprehensive review, including the Separate Business Unit framework, and further representations from debenture trustee associations highlighting implementation challenges, SEBI has now extended the deadline to April 27, 2027. All other provisions of the November 25, 2025 circular remain unchanged. Addressed to registered debenture trustees and recognized stock exchanges, the circular is issued under Section 11(1) of the SEBI Act, 1992 and Regulation 2A of the SEBI (Debenture Trustees) Regulations, 1993.
Securities and Exchange Board of India
Circular No. HO/(201)2026-DDHS-POD1/I/24467/2026 | Dated: October 27, 2026
To,
All Registered Debenture Trustees,
Recognized Stock Exchanges
Dear Sir/ Madam,
Sub: Extension of timeline for compliance with terms and conditions by Debenture Trustees (DTs) 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. 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. The operational framework, including the terms and conditions governing activities undertaken by debenture trustees, was specified vide SEBI circular HO/17/11/12(3)2025-DDHS-POD1/ I/146/2025 dated November 25, 2025. Based on representations received from the industry highlighting operational challenges in establishing the necessary systems and processes for effective implementation, vide SEBI Circular dated April 28, 2026, DTs were granted an additional six months (i.e. up to October 27, 2026) for compliance with the aforesaid provisions.
3. Subsequently, during June 2026, SEBI has constituted an Expert Working group (“EWG”) to review the extant regulatory framework applicable for debenture trusteeship activities and examine other incidental matters.
4. Considering that the EWG is undertaking a comprehensive review of the regulatory framework for DTs, including aspects related to the Separate Business Unit (SBU) framework, and further representations received from DT Associations highlighting the challenges in the implementation of SBU-related guidelines, it has been decided to grant an additional period of six months (i.e. upto April 27, 2027) to DTs for ensuring compliance with the said requirements.
5. All other provisions of the SEBI Circular dated November 25, 2025 shall remain unchanged.
6. 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.
7. This circular is available on the website of the Securities and Exchange Board of India at www.sebi.gov.in under the category “Legal” and under the drop down “Circulars”.
8. This circular is issued with the approval of the competent authority.
Yours faithfully,
Rohit Dubey
General Manager
Department of Debt and Hybrid Securities
Tel No.022-2644-9510
Email ID – [email protected]
