The Securities and Exchange Board of India (SEBI) issued the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2025, modifying the requirements for executing a trust deed in relation to the issuance and listing of Non-Convertible Securities (NCS). The key amendments focus on Regulation 18 of the principal $\text{2021}$ Regulations. Issuers are now required to execute the trust deed “in such format and within such timelines” as specified by SEBI. A significant new proviso allows the debenture trustee to accept deviations from the specified format. However, if any deviation is accepted, the issuer must provide a key summary sheet detailing the deviations along with the rationale, and this information must be included in the General Information Document/Key Information Document or Shelf Prospectus. Furthermore, the previous requirement in sub-regulation (4) to structure the trust deed into two parts—Part A (statutory/standard information) and Part B (issue-specific details)—has been omitted, streamlining the documentation process.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 22nd October, 2025
Securities And Exchange Board Of India (Issue And Listing Of Non-Convertible Securities) (Amendment) Regulations, 2025
No. SEBI/LAD-NRO/GN/2025/268 – In exercise of the powers conferred under sub-section (1) of section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, namely: –
1. These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (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 (Issue and Listing of Non-Convertible Securities) Regulations, 2021, ─
(1) in regulation 18,
(a) in sub-regulation (1),
(i) after the words “execute the trust deed” and before the words “within such timelines”, the words “in such format and” shall be inserted;
(ii) the symbol “.” shall be substituted with the symbol “:”;
(b) after sub-regulation (1), the following shall be inserted as a proviso, namely, –
“Provided that in case of 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.”;
(c) in sub-regulation (4), the words and symbols “Such trust deed shall consist of two parts: (a) Part A containing statutory/standard information pertaining to the debt issue. (b) Part B containing details specific to the particular debt issue.” shall be omitted.
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./419/2025-26]
Footnotes:
1. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 were published in the Gazette of India on August 9, 2021 vide No. SEBI/LAD-NRO/GN/2021/39.
2. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, were subsequently amended on:
(i) April 11, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2022 vide notification no. SEBI/LAD-NRO/GN/2022/77.
(ii) November 9, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second) (Amendment) Regulations, 2022 vide notification no. SEBI/LAD-NRO/GN/2022/102.
(iii) February 2, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/119.
(iv) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/121.
(v) July 4, 2023 by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD–NRO/GN/2023/137.
(vi) July 6, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/135.
(vii) 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.
(viii) July 10, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024 vide notification no. SEBI/LAD-NRO/GN/2024/190.
(ix) September 18, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2024 vide notification no. SEBI/LAD-NRO/GN/2024/205.
(x) December 11, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Third Amendment) Regulations, 2024 vide notification no. SEBI/LAD-NRO/GN/2024/217.
