The Securities and Exchange Board of India (SEBI), through a notification dated October 22, 2025, has introduced the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2025. These amendments modify the Debenture Trustees Regulations, 1993 to allow registered debenture trustees to undertake additional financial sector activities under the supervision of other regulators, provided such functions are carried out on an arm’s-length basis through separate business units.
The amendment also enables debenture trustees to perform fee-based, non-fund-based activities related to the financial services sector, subject to SEBI’s conditions. Existing trustees have six months from the date of notification to restructure their operations accordingly.
Further, SEBI has substituted Regulation 14 to align trust deed formats with the Companies Act, 2013 and Companies (Share Capital and Debentures) Rules, 2014, requiring any deviations to be disclosed transparently in offering documents.
A new Regulation 15A empowers debenture trustees to inspect issuers’ books and records, seek information from issuers and intermediaries, and utilize the Recovery Expense Fund with debenture holders’ consent.