SEBI releases new Master Circular for Debenture Trustees, consolidating norms and replacing the 2025 circular effective September 28, 2026.
SEBI Consolidates Debenture Trustee Framework
SEBI has issued a Master Circular for Debenture Trustees, effective September 28, 2026, consolidating all existing instructions, guidelines, and regulatory requirements into a single document. The circular rescinds the previous version dated August 13, 2025, and aims to improve clarity, ease of compliance, and oversight of debenture trustee functions under the SEBI (Debenture Trustees) Regulations, 1993.
The Master Circular covers key areas including appointment, rights and obligations, monitoring of security creation, enforcement of debentureholders’ rights, reporting requirements, and conflict of interest management. It also integrates recent amendments related to ESG disclosures, cyber risk assessments, and oversight of escrow accounts in public issues.
Implication: Debenture trustees must conduct a gap analysis against the new circular and update internal systems and processes. Legal advisors should review trust deeds and service agreements to ensure alignment, particularly concerning enforcement timelines and reporting obligations.
Citations
- SEBI (Debenture Trustees) Regulations, 1993
