HO/17/11/12(3)2025-DDHS-POD1/ I/145/2025 — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

CIRCULAR HO/17/11/12(3)2025-DDHS-POD1/ I/145/2025 To, All Registered Debenture Trustees, Issuers who have listed and/ or propose to list debt securities, Recognized Stock Exchanges, and Recognized Depositories Dear Sir/ Madam, Sub: Modifications to Chapter IV of the Master Circular for Debenture Trustees dated August 13, 2025 Chapter IV of the Master Circular for Debenture Trustees dated August 13, 2025 1 ('DT Master Circular'), inter-alia, specifies provisions in respect of Recovery Expense Fund (REF). While the DT Master Circular specifies the broad purpose of REF, it does not explicitly specify the list of purposes for which REF can be utilized and hence, the DTs face certain difficulties in obtaining consent as well as reimbursement from REF. Accordingly, pursuant to the recommendations of the Working Group of DTs for Ease of Doing Business, discussions in Corporate Bonds and Securitization Advisory Committee (CoBoSAC) and public consultation, the following modifications to Chapter IV of the DT Master Circular, are being specified: 3.1. The introductory paragraph is modified as under: "In order to enable the Debenture Trustee to take prompt action for enforcement/ legal proceedings in case of 'default' in listed debt securities, a 'Recovery Expense Fund' (REF) shall be created by issuer which shall be used by Debenture Trustee under guidelines provided below." 3.2. The paragraph 2 is modified as under: " Manner of utilization of Recovery Expense Fund: 2.1.In the event of default, the Debenture Trustee/ Lead Debenture Trustee may get reimbursed from the REF for all the related activities for enforcement/ legal proceedings including but not limited to obtaining various consents from debenture holders, voting process, holding of meetings of debenture holders, filing co