SEBI/HO/DDHS/DDHS -PoD -3/P/CIR/2025/009

CIRCULAR SEBI/HO/DDHS/DDHS -PoD -3/P/CIR/2025/009 To, Issuers who have listed and/ or propose to list Debt Securities or Municipal Debt Securities, All Registered Debenture Trustees (DTs) , Association of Debenture Trustees, All Registered Credit Rating Agencies , Recognized Stock Exchanges and Recognized Depositories Madam/ Sir, Sub: Format of Due Diligence Certificate to be given by the DTs SEBI vide notification dated July 10, 2024, amended the SEBI (Issue and Listing of Non -Convertible Securities) Regulations, 2021 ('NCS Regulations') inter-alia specifying the format of Due diligence certificate to be submitted by the DTs in case of secured and unsecured debt securities. While Chapter II of Master Circular for DTs specifies the format for due diligence certificate in case of secured debt securities (which is in line with that specified under NCS Regulations) , it does not specify the same in case of unsecured debt securities. In line with the format specified under NCS Regulations, the following is specified in case of unsecured debt securities: 3.1.At the time of filing the draft offer document with the stock exchanges , Issuer shall submit to the Stock Exchange, a due diligence certificate obtained from the Debenture Trustee as per the format specified in Annex-A . 3.2.At the time of filing of listing application, Issuer shall submit to the Stock Exchange, a due diligence certificate obtained from the Debenture Trustee as per the format specified in Annex-B . January 28, 2025 Further, pursuant to the amendment, the following paras of Chapter II of Master Circular for DTs are modified as under: 4.1.Para 2.3.1.(a) shall read as under: " The Debenture Trustee may furnish …….. prescribed under regulations . 40.1.(a) and 44 (3).(a) of the SEBI NCS Regulations……." 4.2.

Text

Rule TOC