The Securities and Exchange Board of India (SEBI) has notified the SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) (Amendment) Regulations, 2026, introducing a series of amendments aimed at strengthening the governance framework for securitised debt instruments and enhancing investor protection.
Among the key changes, SEBI has prescribed that where the originator is an entity regulated by the Reserve Bank of India (RBI), it shall have not more than one representative on the board of the Special Purpose Distinct Entity (SPDE), and such representative shall not possess veto powers. The amendment seeks to reinforce the independence of SPDEs in securitisation transactions.
The amended regulations also prohibit an SPDE from acquiring any debt or receivables from an originator that is part of the same group as the trustee or under the same control as the trustee, thereby addressing potential conflicts of interest in securitisation structures.
SEBI has further replaced several references to ‘originator’ with ‘servicer’ in provisions governing reporting and disclosure obligations. Consequently, periodic reports on the performance of the underlying asset pool, auditor certifications and information shared with credit rating agencies will now be furnished by the servicer, reflecting its operational role in managing securitised assets.
The amendments also empower SEBI to direct the winding up of a securitisation scheme in the interest of investors. Additionally, where a trustee’s registration is suspended or cancelled, the regulator may direct the appointment of a new trustee instead of requiring the winding up of the Special Purpose Distinct Entity’s schemes.
To strengthen risk assessment, SEBI has amended Schedule V to include concentration risk arising due to single asset securitisation as a specific risk factor requiring disclosure.