SEBI has proposed amendments to the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 to align its framework with the RBI’s 2025 securitisation directions for transactions originated by RBI-regulated entities. The proposals aim to promote the listed securitisation market by permitting single asset securitisation for RBI-regulated originators, requiring periodic disclosures and certifications from the servicer instead of the originator, revising the composition of the Board of Trustees of Special Purpose Distinct Entities (SPDEs), clarifying that originators and SPDEs belonging to the same group are not prohibited from undertaking securitisation transactions, and replacing mandatory winding up of schemes with appointment of a new trustee where a trustee’s registration is suspended or cancelled. A residual power to direct winding up in the interest of investors is also proposed. The amendments are based on RBI feedback, CoBoSAC recommendations, public consultation, and are intended to facilitate growth, consistency, and regulatory alignment in the listed securitisation market.
Also Read SEBI Press Release No. 33/2026 Dated: 19/06/2026: SEBI Approves Major Regulatory Reforms to Simplify Securities Market Processes
Securities and Exchange Board of India
Dated: 19th June 2026
Amendments to the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008
1. Objective
1.1. This Board Memorandum proposes certain amendments to Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 (hereinafter referred to as “SDI Regulations”), for securitisation transactions originated by Reserve Bank of India – Regulated Entities (‘REs’). The amendment aims to align SEBI’ s SDI framework with RBI’s securitisation framework.
2. Background
2.1. Securitization is a process in which assets/ receivables are pooled together and then re-packaged into Securitised Debt Instruments (SDIs). The cash flow from these underlying assets/ receivables is passed on to the purchasers/ investors of the SDIs. As on March 31, 2026, the total amount of outstanding SDIs stood at around INR 5.06 Lakh Crore, of which INR 53,881 Crore is listed on stock exchanges. SDIs are mainly issued by banks, NBFC and HFCs under the RBI framework for securitization. Corporates other than REs issue SDI under the SDI Regulations.
2.2. The Securities and Exchange Board of India (SEBI), in its Board meeting held on December 18, 2024, approved certain amendments to the SDI Regulations, notified on May 5, 2025, in the backdrop of the Master Direction – Reserve Bank of India (Securitisation of Standard Assets) Directions, 2021 dated September 24, 2021 (hereinafter referred to as “RBI SSA Directions”) applicable to securitisation of standard assets. It may be noted that the aforementioned RBI SSA Directions have subsequently been replaced with the following directions dated November 28, 2025 (hereinafter referred to as “RBI securitisation framework”):
2.2.1. Reserve Bank of India (All India Financial Institutions – Securitisation Transactions) Directions, 2025
2.2.2. Reserve Bank of India (Commercial Banks – Securitisation Transactions) Directions, 2025
2.2.3. Reserve Bank of India (Non-Banking Financial Companies – Securitisation Transactions) Directions, 2025
2.2.4. Reserve Bank of India (Small Finance Banks – Securitisation Transactions) Directions, 2025
2.3. SEBI received feedback highlighting certain differences between the RBI securitisation framework and the SDI Regulations, in relation to securitisation transactions originated by RBI-regulated entities. As securitisation is primarily being undertaken by banks, NBFCs and HFCs under the prudential framework of RBI, aligning SEBI’s SDI framework with the RBI securitisation framework will enable greater issuance of SDIs in the listed space.
2.4. Accordingly, the RBI feedback was deliberated in the Corporate Bonds Advisory Committee (CoBoSAC), followed by public consultation. Based on the CoBoSAC recommendations, interaction with RBI, public feedback and in order to enable growth of the listed securitization market, it is proposed to amend the SDI Regulations to align the same with RBI’s securitisation framework, as given below:
2.4.1. Proposal I: Permitting Single Asset Securitisation for RBI regulated Originators
2.4.2. Proposal II: Stipulating certain disclosure requirements on ‘Servicer’
2.4.3. Proposal III: Constitution of Board of Trustee of Special Purpose Distinct Entity (SPDE) for RBI-regulated Originators
2.4.4. Proposal IV: Clarification regarding the originator and SPDE belonging to the same group to enter into a securitization transaction
2.4.5. Proposal V: Winding up of securitisation transactions
3. Review Process and Analysis:
3.1. SEBI issued a consultation paper titled “Consultation paper on amendments to the SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008”1 on May 04, 2026. A copy of the consultation paper is enclosed as Annexure A.
3.2. The proposals on which public comments were sought, along with the analysis of the comments received from public, are given below:
3.2.1. A total of 62 comments were received, out of which 59 comments were received online and remaining 3 comments were received through email. Proposal-wise level of agreement is given in the table below. Comments received through email do not indicate the level of agreement (i.e. partially agree, disagree etc.); hence, the same are not counted in the below table. Summary of the responses received is as under:
| Proposals | No. of people/entities agreeing to the proposal | ||||||
| P. No. | Proposal Description | Strongly agree + agree |
Partially agree | Disagree+ strongly disagree | Total | ||
| 1 | Whether exempting the RBI-regulated entities from the requirement under Regulation 19A(a) of SDI Regulations, thereby permitting single asset securitisation to be listed securitised is appropriate and adequate? |
in no. | 11 | 1 | 1 | 13 | |
| in % | 86% | 7% | 7% | 100% | |||
| 2 | Whether the proposal to impose the requirements of furnishing the information on the servicer, who may or may not be the originator, is appropriate and adequate? |
in no. | 10 | 1 | 1 | 12 | |
| in
% |
84% | 8% | 8% | 100% | |||
| 3 | Where the originator is an RBI- regulated entity, whether the proposal that the originator should not have more than one representative on the Board of the SPDE who should be without veto power is appropriate and adequate? | in no. | 10 | 1 | 0 | 11 | |
| in
% |
91% | 9% | 0% | 100% | |||
| 4 | Whether the proposal to exempt RBI- regulated entities from the restriction under Regulation 10(3) of the SDI Regulations viz., permitting securitisation transactions between an originator and an SPDE belonging to the same group is appropriate and adequate? | in
no
|
8 | 2 | 1 | 11 | |
| in
%
|
73% | 18% | 9% | 100% | |||
| 5 | Whether the proposed modification to Regulation 45(2), specifying that the Board may direct appointment of a new trustee in place of the trustee whose registration is suspended or cancelled, instead of winding up of schemes of SPDE, is appropriate and adequate?
|
in
No. |
10 | 1 | 1 | 12 | |
| in % | 84% | 8% | 8% | 100% | |||
3.3. While a majority of the respondents have agreed with the proposals, some respondents have disagreed or partially agreed with certain proposals. The detailed comments/ rationale received from the respondents who have partially agreed or disagreed, along with SEBI’s views on the same, are placed at Annexure B.
4. Proposed regulatory changes
1.1. Proposal I: Permitting single asset securitization for RBI Regulated Originators
1.1.1. Extant Provision:
“19A. The following conditions shall govern the securitisation resulting in issuance of a securitised debt instrument:
(a) No obligor shall have more than twenty five percent in asset pool at the time of issuance.
(d) Originators shall have a track record of operations of three financial years which resulted in the creation of the type of debt or receivable such originator is seeking to securitise.
(e) Obligor shall have a track record of operations of three financial years which resulted in the creation of the type of debt or receivable that such originator is seeking to securitise:
Provided that the conditions of the track record, as specified in the clause (d) and (e) shall not be applicable to a securitised debt instrument where the originator is an entity regulated by the Reserve Bank of India:
Provided further that condition as specified in clause (a) may be relaxed by the Board as may be specified from time to time.
Explanation: ─ (1) The term ‘homogeneous’ shall mean same or similar risk or return profile arising from the proposed underlying for a securitised debt instrument.
(2) The Board may specify homogeneity for different types of underlying debt or receivables, as may be required.”
1.1.2. Need for review:
The aforesaid regulation aims to strengthen the framework governing the securitisation resulting in the issuance of SDIs by establishing certain conditions. By ensuring that no single obligor has more than 25% in the asset pool at the time of issuance, the said regulation aims to prevent concentration of risk in the securitisation pool.
SEBI has received feedback that the condition stipulating that no single obligor shall have more than 25% in the asset pool at the time of issuance restricts listing of SDIs where the underlying comprises a single asset, which is otherwise permitted under RBI’s extant regulatory framework. This impacts the development of the listed securitisation market for RBI-regulated entities that are already subject to prudential supervision by RBI.
During public consultation , the issue of concentration risk has also been raised by one entity (Refer Serial No 1 Annexure B).
1.1.3. Proposal:
It is proposed to exempt RBI-regulated entities from the requirement specified under Regulation 19A(a) of the SDI Regulations, similar to the existing exemptions available under clauses (d) and (e) of Regulation 19A. The said proposal would enable single asset securitisation by RBI-regulated entities to be listed.
Accordingly, it is proposed to amend the proviso under Regulation 19A of the SDI Regulations as under (insertions in bold, deletions in strikethrough):
“Provided that the conditions of the track record, as specified in the clause (a), (d) and (e) shall not be applicable to a securitised debt instrument where the originator is an entity regulated by the Reserve Bank of India:”
Further to address the issue of concentration risk, it is proposed that the concentration risk of single asset securitization be disclosed in the offer document .
Accordingly in Schedule V, the existing clause 5(l) may be renumbered as 5(m) and a new clause 5(l) be inserted as follows:
(l) Concentration risk arising due to single asset securitisation
1.2. Proposal II: Stipulating certain disclosure requirements on ‘Servicer’
1.2.1. Extant Provision:
“10A. (1) The originator shall provide the periodic reports to the trustee regarding the performance of the underlying asset pool, atleast on a quarterly basis.
(2) The originator shall provide a certificate from its auditor (s) regarding the disclosures of underlying asset pool assigned to the securitization trust, as made by the originator, on quarterly basis.”
“11(3) A trustee shall,-
….
(h) call for periodic reports from the originator regarding the performance of the underlying asset pool, atleast on quarterly basis;
….
(j) obtain a certificate from the auditor(s) of originator regarding the [status of] disclosures of underlying asset pool assigned to the securitization trust, as made by the originator, on quarterly basis;
(k) share such reports and auditors certificate as received from the originator or the auditor(s) of originator, with the credit rating agency which is rating the securitised debt instrument”
1.2.2. Need for Review:
SEBI has received feedback that the above mentioned disclosures under SEBI’s extant regulatory framework would be made by the entity undertaking the role of the Servicer, which could be either the originator or an entity other than the originator.
1.2.3. Proposal:
It is proposed that the periodic disclosure obligations and related certifications may be imposed on the servicer, who may be the originator, or may be a third party who obtains information from the originator, so as to ensure availability of accurate, timely and comprehensive information to investors.
Accordingly, it is proposed to amend the relevant provisions (insertions in bold, deletions in strikethrough) under the SDI Regulations as under:
“10A.(1) The originator servicer, shall provide the periodic reports to the trustee regarding the performance of the underlying asset pool, atleast on a quarterly basis.
(2) The originator servicer, shall provide a certificate from its auditor (s) regarding the disclosures of underlying asset pool assigned to the securitization trust, as made by the originator, on quarterly basis.”
“11(3) A trustee shall,-
…..
(h) call for periodic reports from the originator servicer, regarding the performance of the underlying asset pool, atleast on quarterly basis;
…..
(j) obtain a certificate from the auditor(s) of originator servicer regarding the status of disclosures of underlying asset pool assigned to the securitization trust, as made by the originator, on quarterly basis;”
(k) share such reports and auditors certificate as received from the originator servicer or the auditor(s) of originator servicer, with the credit rating agency which is rating the securitised debt instrument;
1.3. Proposal III: Constitution of Board of Trustee of SPDE
1.3.1. Extant Provision:
Regulation 9(9) of the SDI Regulations provides that trustees associated with the sponsor or originator shall not constitute more than one-half of the Board of Trustees of the SPDE.
“9(9)Trustees who are nominees of the sponsor or the originator or who are associated in any manner with the sponsor or the originator or with a company in the same management as the sponsor or originator shall not constitute more than one half of the Board of Trustees of the special purpose distinct entity, as the case may be.”
1.3.2. Need for Review:
SEBI has received feedback that the aforesaid regulation varies from the RBI’s extant regulatory framework, which, inter alia, stipulates that the originator should not have more than one representative on the Board of the SPDE who should be without veto power, since this may possibly dilute the principle of having arms’ length basis for transactions between the originator and the SPDE.
1.3.3. Proposal:
It is proposed that where the originator is an RBI-regulated entity, the originator should not have more than one representative on the Board of the SPDE who should be without veto power
Accordingly, it is proposed to insert the following proviso under Regulation 9 (9) of the SDI Regulations:
“Provided that where the originator is an entity regulated by the Reserve Bank of India, it shall not have more than one representative on the board of the special purpose distinct entity and such representative shall not have veto power.”
1.4. Proposal IV: Clarification regarding the originator and SPDE belonging to the same group to enter into a securitization transaction.
1.4.1. Extant Provision:
“10(3)No special purpose distinct entity shall acquire any debt or receivables from any originator which is part of the same group or which is under the same control as the trustee”
1.4.2. Need for Review:
SEBI has received feedback that the RBI securitisation framework stipulates that the originator shall not exercise control, whether directly or indirectly over the SPDE and the trustees. However, there is no specific stipulation under RBI’s extant regulatory framework which prohibits the originator and the SPDE belonging to the same group to enter into a securitisation transaction. Therefore, securitisation transactions undertaken between an originator and SPDE belonging to the same group may become ineligible for listing under the SDI Regulations, which may otherwise be permissible under the RBI securitisation framework.
In this regard, the extant SDI Regulations provide that SPDE shall not acquire receivables from any originator which is (a) part of same group as the trustee, OR (b) under the same control as the trustee. Thus, the said regulations do not prohibit the originator and the SPDE belonging to the same group to enter into a securitisation transaction. However, in order to remove any doubts regarding interpretation and bring ample clarity, minor drafting changes may be made to the extant regulations.
1.4.3. Proposal:
Accordingly, it is proposed to amend (insertions in bold, deletions in strikethrough) Regulation 10(3) of SDI Regulations for removal of doubts as under
“10(3)No special purpose distinct entity shall acquire any debt or receivables from any originator which is:
a) part of the same group as the trustee; or which is
b) under the same control as the trustee.”
1.5. Proposal V: Winding up of securitisation transactions
1.5.1. Extant Provision:
“45(2) While passing an order of suspension or cancellation of registration of a trustee, the Board may also direct winding up of schemes of the special purpose distinct entity within such period and in such manner as may be directed.
Explanation: For the purpose of this sub-regulation, “winding up of schemes” shall mean liquidation of the asset pool and repayment of the proceeds thereof to the investors in the scheme.”
1.5.2. Need for Review:
SEBI has received feedback that the extant regulatory framework of RBI does not permit the unwinding of securitisation transactions, as such unwinding may potentially imply buy-back of the transferred assets by the originator, which is not permitted except for limited purposes under RBI regulations.
Accordingly, it is proposed that while passing an order of suspension or cancellation of registration of trustee, instead of directing the winding up of schemes of the special purpose distinct entity (SPDE), the Board may direct the appointment of a new trustee in place of the trustee whose registration is suspended or cancelled. Further, it is proposed to remove the existing explanation under Regulation 45(2), as it may be inconsistent with the above clarification.
Additionally, some public comments received have suggested to retain a residual discretion to direct winding up of scheme in extreme cases as it is an enabling clause. In this regard, it is proposed to insert appropriate provision in Regulation 20 of the SDI Regulations to retain a residual discretion to direct winding up of scheme in extreme cases.
1.5.3. Proposal:
In view of the above, it is proposed to amend (insertions in bold, deletions in strikethrough) Regulation 45(2) of the SDI Regulation as follows:
“Cancellation or suspension of registration.
45(2) While passing an order of suspension or cancellation of registration of a trustee, the Board may also direct winding up of schemes of the special purpose distinct entity the appointment of a new trustee in place of the trustee whose registration is suspended or cancelled, within such period and in such manner as may be directed.”
Explanation: For the purpose of this sub regulation, “winding up of schemes” shall mean liquidation of the asset pool and repayment of the proceeds thereof to the investors in the scheme.”
It is proposed to amend (insertions in bold) Regulation 20 of the SDI Regulation as follows:
Winding up of schemes.
20. A scheme may be wound up in the event of any of the following:
(a) when the securitised debt instruments have been fully redeemed as per the scheme; (b) upon legal maturity as stated in the terms of issue of the securitised debt instrument: Provided that if any debt or receivable is outstanding on legal maturity, the trustees shall dispose off the same in accordance with the scheme and distribute the proceeds; (c) by vote of investors by a special resolution as provided in regulation 34; and (d) if the Board so directs in the interest of the investors.
5. Proposal to the Board:
5.1. The Board is requested to:
5.1.1. consider and approve the proposals as detailed in para 4 above and the consequent draft amendment notification enclosed as Annexure C;
5.1.2. authorize the Chairman to make consequential and incidental changes and take necessary steps to give effect to the decisions of the Board.
Enclosed.: 1. Annexure A to Board Memorandum
2. Annexure B to Board Memorandum
3. Annexure C to Board Memorandum
Annexure A
Available on SEBI website
