The Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2025, update the 1993 regulations. A key amendment is the insertion of Regulation 9C, which permits debenture trustees to undertake additional activities on an arms-length basis through separate business units. These activities include those under the purview of other financial sector regulators (such as RBI, IRDAI, PFRDA, etc.) or other fee-based, non-fund-based activities related to the financial services sector that do not fall under any regulator’s purview. Trustees registered before the notification have six months to transfer existing activities to separate business unit(s). The regulations mandate that a trustee’s net worth, as specified under these rules, must be ring-fenced from any adverse effects arising from these new permissible activities. Furthermore, Regulation 14 is substituted, specifying that trust deeds must contain matters per Section 71 of the Companies Act, 2013, and related rules, in a format and timeline specified by the Board. New Regulation 15A grants debenture trustees explicit rights to aid their duties, including the ability to inspect the issuer’s books and records, call for relevant documents from issuers and intermediaries, and utilize the Recovery Expense Fund with debenture holders’ consent. Sub-regulation (5) of Regulation 15 is also omitted.
Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 22nd October, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (DEBENTURE TRUSTEES)
(AMENDMENT) REGULATIONS, 2025
F. No. SEBI/LAD-NRO/GN/2025/269.—In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, namely: –
1. These regulations may be called the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2025.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, ─
(1) in regulation 2,
(a) after clause (aa) and before clause (ab), the following clause shall be inserted, namely-
“(aaa) “Board” means the Securities and Exchange Board of India established under sub-section (1) of section 3 of the Act;”;
(2) after the omitted regulation 9B and before regulation 10, the following regulation shall be inserted, namely–
“Permitted Activities.
9C. (1) A debenture trustee may also undertake:
(a) activities which fall under the purview of any other financial sector regulator specified by the Board, in accordance with the regulations or guidelines issued by such financial sector regulator; and/or
(b) activities that do not fall under the purview of the Board or any other financial sector regulator, which shall be fee-based, non-fund based and pertain to the financial services sector;
on an arms-length basis through separate business units of such debenture trustee, in such a manner and subject to such other conditions as may be specified by the Board:
Provided that a debenture trustee which is also regulated by the Reserve Bank of India, shall carry out the activity of debenture trustee through separate business unit of such debenture trustee:
Provided further that a debenture trustee that already holds a certificate of registration under these regulations may transfer its activities, to separate business unit (s), within a period of six months from the notification of the Securities and Exchange Board of India (Debenture Trustee) (Amendment) Regulations, 2025 in the Official Gazette, or such extended period that the Board may specify.
Explanation: — For the purpose of this regulation, the expression “financial sector regulator” shall mean the Reserve Bank of India, the Insurance Regulatory and Development Authority of India, the Pension Fund Regulatory and Development Authority, the International Financial Services Centres Authority, the Insolvency and Bankruptcy Board of India, the Ministry of Corporate Affairs and such other authorities as may be specified by the Board.
(2) A debenture trustee shall ensure that the net worth specified under these regulations is ring-fenced from any adverse impact that may arise from undertaking the activities specified under sub-regulation (1).”
(3) regulation 14 shall be substituted with the following regulation, namely-
“14. Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as specified in section 71 of Companies Act, 2013 (18 of 2013) and Form No.SH.12 specified under the Companies (Share Capital and Debentures) Rules, 2014, in such format and within such timelines as specified by the Board from time to time under sub-regulation (1) of regulation 18 of Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021:
Provided that in case any deviation from the format specified for the trust deed, the debenture trustee may accept such deviations if a key summary sheet capturing the deviations along with the rationale for the same is provided by the issuer in the General Information Document/ Key Information Document or Shelf Prospectus.”;
(4) in regulation 15, sub-regulation (5) shall be omitted;
(5) after regulation 15 and before regulation 16, the following regulation shall be inserted, namely-
“Rights of debenture trustees exercisable to aid in performance of their duties, obligations, roles and responsibilities.
15A. (1) A debenture trustee may inspect books of account, records, and registers of the issuer and the trust property to the extent necessary for discharging its obligations.
(2) A debenture trustee may call for:
(a) information/ documents from the issuer with respect to the issue;
(b) documents from such intermediaries, as may be specified by the Board from time to time.
(3) A debenture trustee may utilise the Recovery Expense Fund, with the consent of the debenture holders, in the manner as specified by the Board.”.
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./420/2025-26]
Footnotes:
1. The Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Principal Regulations, was published in the Gazette of India on December 29, 1993 vide SEBI/LE/12/93.
2. The Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993, was subsequently amended on:
a) November 28, 1995 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 1995 vide S.O. No.939 (E).
b) January 5, 1998 by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 1998 vide S.O. No.16(E).
c) September 30, 1999 by the Securities and Exchange Board of Indi (Debenture Trustees) (Amendment) Regulations, 1999 vide S.O. No.795(E).
d) February 17, 2000 by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2000 vide S.O. No.135(E).
e) August 8, 2000 by the Securities and Exchange Board of India (Debenture Trustees) (Second Amendment) Regulations, 2000 vide S.O. No.743(E).
f) March 28, 2000 by the Securities and Exchange Board of India (Appeal to Securities Appellate Tribunal) (Amendment) Regulations, 2000 vide S.O. No.278(E).
g) May 29, 2001 by the Securities and Exchange Board of India (Investment Advice by Intermediaries) (Amendment) Regulations, 2001 vide S.O. No. 476(E).
h) September 27, 2002 by the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002 vide S.O. No.1045(E).
i) July 4, 2003 by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2003 vide S.O. No. 763(E).
j) March 10, 2004 by the Securities and Exchange Board of India (Criteria for Fit and Proper Person) Regulations, 2004 vide S.O. No. 398(E).
k) September 7, 2006 by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2006 vide S.O.No.1451 (E).
l) May 26, 2008 by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 vide Notification No. LAD/NRO/GN/2008/11/126538.
m) April 13, 2011 by the Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011 vide Notification No. LAD/ NRO/GN/ 2011 -12/03/12650.
n) July 5, 2011 by the Securities and Exchange Board Of India (Debenture Trustees) (Amendment) Regulations, 2011 No. LAD-NRO/GN/2011-12/13/21222.
o) December 14, 2011 by the Securities and Exchange Board of India (Debenture Trustees) (Second Amendment) Regulations, 2011 No. LAD-NRO/GN/2011-12/30/37715.
p) May 23, 2014 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014 vide NotificationNo. LAD-NRO/GN/2014-15/03/1089.
q) December 8, 2016 by the Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2016 vide Notification No. SEBI/LAD/NRO/GN/2016-17/023..
r) March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide Notification No. LAD-NRO/GN/2016-17/037 read with March 29, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-17/38.
s) July 13, 2017 by Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2017 vide Notification No.SEBI/LAD-NRO/GN/2017-18/011.
t) May 7, 2019 by Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2019 vide Notification No. SEBI/LAD -NRO/GN/2019/14.
u) April 17, 2020 by SEBI (Regulatory Sandbox) (Amendment) Regulations, 2020 vide Notification No. SEBI/LAD-NRO/GN/2020/10.
v) October 08, 2020 by Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2020 vide Notification No. SEBI/LAD -NRO/GN/2020/34
w) May 5, 2021 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2021 vide Notification No. SEBI/LAD-NRO/GN/2021/23.
x) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide notification No. SEBI/LAD-NRO/GN/2021/30.
y) April 11, 2022 by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2022 vide Notification No. SEBI/LAD-NRO/GN/2022/78.
z) January 17, 2023 by the Securities and Exchange Board of India (Change in Control in Intermediaries) (Amendment) Regulations, 2023 vide Notification no. SEBI/LAD-NRO/GN/2023/115.
aa) July 07, 2023 by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide Notification no. SEBI/NRO/GN/2023/137.
bb) August 18, 2023 by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide Notification no. SEBI/LAD-NRO/GN/2023/146.
cc) February 10, 2025 by the Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 vide Notification no. SEBI/LAD-NRO/GN/2025/228.
