HO/17/11/12(3)2025-DDHS-POD1/ I/146/2025 — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

CIRCULAR HO/17/11/12(3)2025-DDHS-POD1/ I/146/2025 To, All Registered Debenture Trustees, Recognized Stock Exchanges Dear Sir/ Madam, Sub: Specification of the terms and conditions for Debenture Trustees for carrying out activities outside the purview of SEBI On October 27, 2025, amendments to the SEBI (Debenture Trustees) Regulations, 1993 ('DT Regulations') were notified, whereby regulation 9C was incorporated , to bring clarity on the permitted activities for a DT. The sub-regulation 1 of the said regulation 9C, provides as follows: "P "Permitted Activities. 9C. (1) A debenture trustee may also undertake: (a) activities which fall under the purview of any other financial sector regulator specified by the Board, in accordance with the regulations or guidelines issued by such financial sector regulator; and/ or (b) activities that do not fall under the purview of the Board or any other financial sector regulator, which shall be fee-based, non-fund based and pertain to the financial services sector; on an arms-length basis through separate business units of such debenture trustee, in such a manner and subject to such other conditions as may be specified by the Board: Provided that a debenture trustee which is also regulated by the Reserve Bank of India, shall carry out the activity of debenture trustee through separate business unit of such debenture trustee: Provided further that a debenture trustee that already holds a certificate of registration under these regulations may transfer its activities, to separate business unit (s), within a period of six months from the notification of the Securities and Exchange Board of India (Debenture Trustee) (Amendment) Regulations, 2025 in the Official Gazette, or such extended period that the Board may specify. Explanation: — For