On 22-10-2025, the Securities and Exchange Board of India notified the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2025 to amend the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. The provisions came into force on 24-10-2025.
Key Amendments:
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A new provision relating to Permitted Activities has been introduced:
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Debenture trustee can carry out:
✓ Activities regulated by other financial sector authorities, as long as they follow the rules set by those authorities.
✓ Activities that are not regulated by Securities and Exchange Board of India or any other financial authority, if they are:
➢ Fee-based;
➢ Non-fund based;
➢ Related to financial services.
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These activities should be done independently through separate business units, and should follow conditions set by Securities and Exchange Board of India.
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Debenture trustees already holding a certificate of registration under these regulations, can transfer their activities to separate business units within a period of 6 months from 24-10-2025.
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Debenture trustees should keep the financial foundation secure and separate from other business risks.
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The Obligations of Debenture Trustees have been revised:
In addition to the previous provisions, the Debenture trustees can now accept the deviation in the format for the trust deed 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.
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Provision regarding Rights of debenture trustees exercisable to aid in performance of their duties, obligations, roles and responsibilities has been introduced:
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Debenture trustee can inspect books of account, records, and registers of issuers and the trust property to the extent necessary for discharging its obligations.
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He may call for information/ documents from the issuer with respect to the issue and documents from intermediaries.
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Debenture trustees can also utilize the Recovery Expense Fund with the consent of the debenture holder.
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