SEBI/HO/DDHS -PoD -1/P/CIR/2025/117

4 · 1 anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and

4 · 2 any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of these regulations .

6 · 1 Section 11(1) of Securities and Exchange Board of India Act, 1992 ,

6 · 2 Regulation 2A of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 ,

6 · 3 Regulation 55 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 ('NCS Regulations') ,

6 · 4 Regulation 29 of Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations 2015 , and

6 · 5 Regulation 101(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ( ' LODR Regulations') ,

1 · Online registration mechanism for Debenture Trustees:

1 · 1.The SEBI Intermediary Portal is available at https://siportal.sebi.gov.in for SEBI registered intermediaries including Debenture Trustees to submit registration applications online. SEBI Intermediary Portal shall , interralia , include online application for registration, processing of application, grant of final registration, application for surrender/ cancellation, submission of periodical reports, requests for change of name/ address/ other details, etc. The link for SEBI Intermediary Portal is also available on SEBI website – www.sebi.gov.in .

1 · 2.All applications for registration/ surrender/ other requests will be made through SEBI Intermediary Portal only. The applicants will be separately required to submit relevant documents viz. declarations/ undertakings required as a part of application forms prescribed in relevant regulations, in physical form, only for records without impacting the online processing of applications for registration.

1 · 3.In case of any queries and clarifications with regard to the SEBI Intermediary Portal, Debenture Trustees may contact on 022-26449364 or may write at portalhelp@sebi.gov.in.

2 · Digital mode of payment:

2 · 1.SEBI has enabled digital mode of payment (Real Time Gross Settlement (RTGS)/ National Electronic Funds Transfer (NEFT)/ Immediate Payment Service (IMPS) , etc.) for fees/ penalties/ remittance/ other payments etc.

2 · 2.In order to identify and account for such direct credit in the SEBI account, Debenture Trustee shall provide the information to SEBI once the payment is made as per the format specified below:

2 · 3.The above information should be emailed to the respective department(s) as well as to the Treasury & Accounts division at tad@sebi.gov.in.

3 · 1.Debenture Trustee is required to obtain prior approval of SEBI in case of change in control. With a view to expedite the process of granting prior approval, SEBI has adopted a 'single window clearance at SEBI', for the Debenture Trustees in case of their having multiple registrations with SEBI.

3 · 2.Therefore, in case a Debenture Trustee holds multiple registrations with SEBI, it shall make only one application addressed to "Chief General Manager, Department of Debt and Hybrid Securities, SEBI" accompanied by the following information:

3 · 3.Further, in case the incumbent is a registered stock broker and/ or depository participant, in addition to the above, it shall obtain approval/ No Objection Certificate (NOC) from all the Stock Exchanges/ Depositories, where the incumbent is a member/ Depository Participant and forward a self -attested copy of the same to SEBI.

3 · 4.The prior approval granted by SEBI shall be valid for a period of 180 days from the date of communication.

4 · 1.Transfer of shareholding among immediate relatives shall not be treated as resulting in change in control;

4 · 2.Transfer of shareholding by way of transmission to immediate relative or not, shall not be treated as resulting in change in control;

4 · 3.Incoming shareholders in the Debenture Trustee, pursuant to transfer of shares from immediate relative/ transmission of shares (immediate relative or not), need to satisfy the fit and proper person criteria stipulated in Schedule II of the SEBI (Intermediaries) Regulations, 2008.

5 · 1.The transferee shall obtain fresh registration from SEBI in the same capacity before the transfer of business if it is not registered with SEBI in

6 · Surrender of certificate of Registration:

6 · 1.If a Debenture Trustee wishes to surrender the certificate of registration voluntarily, it shall transfer, wherever relevant, its existing business/ client accounts to another SEBI registered Debenture Trustee, before making such request to SEBI in the format specified in Annex-IA of this Master Circular .

6 · 2.The Debenture Trustee may, if it so desires, make a representation for dispensing with the procedure, along with the application, for surrender in terms of the first proviso to Regulation 33B of SEBI (Intermediaries) Regulations, 2008.

6 · 3.In all cases of transfer of business or client accounts to another registered Debenture Trustee, the clients shall not be subjected to any additional cost.

7 · Designated e-mail id for regulatory communication with SEBI:

7 · 1.In order to facilitate the issuance of digitally signed circulars, Debenture Trustees are required to create a designated email-id for regulatory communications. This email -id shall be exclusively for the above purpose and should not be person centric.

7 · 2.The designated email-id shall be communicated to SEBI by emailing a file to dt@sebi.gov.in, as prescribed below:

1 · Appointment of Debenture Trustee:

2 · Due diligence in respect of secured debt securities:

2 · 1. Documents/ Consents required at the time of entering into debenture trustee agreement:

2 · 2. Due diligence by a Debenture Trustee for creation of security:

2 · 2.1. Regulation 15(6) of the DT Regulations inter-alia requires a Debenture Trustee, to exercise independent due diligence to ensure that security is free from encumbrances, adequate consent has been taken from existing charge holders, if any, etc. Regulation 15(1)(i) of the DT Regulations places obligations on the Debenture Trustee to ensure that the assets of the Issuer are sufficient to discharge the interest and principal amount with respect to debt securities of the Issuer at all times.

2 · 2.2. A Debenture Trustee, by itself or through professionals appointed and compensated/ remunerated by the Debenture Trustee viz., practicing chartered accountant, practicing company secretary, registered

2 · 2.3. A Debenture Trustee, by itself or by engaging professionals, shall prepare one or more reports viz. valuation report, ROC search report, title search report/ appraisal report, security cover certificate, any other report/ certificate as applicable etc. and shall independently assess that the assets for creation of security are adequate for the proposed issue of debt securities.

2 · 2.4. A Debenture trustee shall issue 'due -diligence certificate' to the Issuer, as per format specified in Annex-IIA of this Master Circular , subject to the following:

2 · 2.5. A Debenture Trustee shall maintain records and documents pertaining to due diligence exercised for a period of five years from redemption of the debt securities unless required by law, or on account of any enquiries or proceedings to retain such records.

2 · 3. Due Diligence Certificate in case of Shelf Prospectus/ Placement Memorandum:

2 · 3.1. In case security details have not been finalized at the time of filing of a draft shelf prospectus/ placement memorandum by an issuer, then the Debenture Trustee shall undertake due diligence as under:

2 · 4. Encumbrance on securities for issuance of listed debt securities:

2 · 4.1. Creation of encumbrance on the securities for securing the listed debt securities shall be through the depository system only in accordance with the Depositories Act, 1996, the SEBI (Depositories and Participants) Regulations, 2018, Depository bye laws and other applicable regulations and circulars.

2 · 4.2. Encumbrance for the above shall mean the following:

2 · 5. Disclosures in the OD/ PM and filing of OD/ PM by the Issuer:

2 · 5.1. The Issuer, in addition to disclosures made under Schedule I of the NCS Regulations and circulars issued thereunder, shall also disclose the following in the OD/ PM:

2 · 5.2. An Issuer proposing to make an issue of debt securities by way of a public issue or offer debt securities by way of a private placement, shall submit to the Stock Exchange, a Due Diligence Certificate from the Debenture Trustee as per the format specified in Annex-IIA and update the same into the Security and Covenant Monitoring System operated by a recognised Depository, which the Debenture Trustee shall validate/ confirm on such system as detailed in Chapter III of this circular.

2 · 6. Creation and registration of charge of security by the Issuer:

2 · 6.1. Before making the application for listing of debt securities, the Issuer shall create charge as specified in the OD/ PM, in favour of the Debenture Trustee and also execute a debenture trust deed1 with the Debenture Trustee .

2 · 6.2. The Stock Exchange shall list the debt securities only upon receipt of a due diligence certificate as per format specified in Annex-IIB of this Master Circular from the Debenture Trustee confirming creation of charge and execution of the debenture trust deed.

2 · 6.3. The charge created by Issuer shall be registered with Sub-registrar, Registrar of Companies, CERSAI, Depository etc., as applicable, within 30 days of creation of such charge. In case the charge is not registered anywhere or is not independently verifiable, then the same shall be considered a breach of covenants/ terms of the issue by the Issuer.

2 · 7. Manner of change in security/ creation of additional security/ conversion of unsecured to secured in case of already listed debt securities:

2 · 7.1. Regulation 59 of the LODR Regulations provides for a change in terms of listed debt securities. A change in the structure of debt listed debt securities, inter-alia, may include:

1 · Form SH 12 of Companies (Share Capital and Debentures) Rules, 2014

2 · 7.2. In order to harmonize the process of creation of security pursuant to listing, the following directions are issued:

2 · 8. Engagement of independent professionals by Debenture Trustee:

2 · 8.1. For the purpose of availing the services of an independent professional for carrying out due diligence and continuous monitoring under the provisions of this Master Circular, the Debenture Trustee shall:

2 · 8.2. While a Debenture Trustee may avail the services of independent professionals, the responsibility shall rest with the Debenture Trustee.

3 · 1.In line with the format specified under the NCS Regulations, the following is specified for unsecured debt securities:

3 · 1.1. At the time of filing the draft offer document with the stock exchanges, Issuer shall submit to the Stock Exchange(s), a Due Diligence Certificate obtained from the Debenture Trustee as per the format specified in Annex-IIC .

3 · 1.2. At the time of filing of listing application, Issuer shall submit to the Stock Exchange(s), a Due Diligence Certificate obtained from the Debenture Trustee as per the format specified in Annex-IID .

2 · SEBI Circular No. SEBI/HO/DDHS/DDHS -PoD -3/P/CIR/2025/009 dated January 28, 2025

2 · 1. the process of creation of security (viz. due diligence, charge creation etc.);

2 · 2. continuous monitoring of covenants by Debenture Trustees (as applicable);

2 · 3. credit rating of the debt securities by the Credit Rating Agencies (CRAs).

3 · 1.Provide secure login credentials to Issuers, CRAs, Debenture Trustees etc. for recording and/ or verifying and/or viewing requisite information on the system.

3 · 2.Put in place adequate safeguards to ensure the integrity and security of the data on the system.

3 · 3.Share information with the other Depository for integrating and maintaining a compatible system.

3 · 4.Develop an alert mechanism to be sent to the stakeholders on submission, acceptance and rejection of information, and alerts for periodic and event based compliances.

3 · 5.Wherever necessary, provide the feature of document upload by the various stakeholders on the system.

3 · 6.Provide functionality of maintaining a trail/ log of all the communication/ interaction amongst various stakeholders viz. CRAs, Debenture Trustees, Issuers, Depositories etc. and also in the system on account of recording and/or verification and/or viewing of information by the stakeholders.

3 · 7.Provide functionality in the system to make changes in already recorded information by stakeholders (in case a change is required to be made for rectifying any discrepancy or recording additional information) and verification of same by responsible stakeholder (as applicable) and due logs/trail and prior versions of such changes.

3 · 8.Be responsible for the effective and smooth functioning of the system and shall develop a mechanism to establish accountability/ responsibility for the rectification of various issues and glitches that may hamper the effective functioning of the system.

3 · 9.Have in place operational guidelines for the system after consultation with various stakeholders.

4 · 1. Security creation, security cover and covenants;

4 · 2.Periodical monitoring of security cover and covenants;

4 · 3.Interest and redemption payment (part and full) of debt securities;

4 · 4.Credit Rating information

5 · 1. Information regarding assets offered as security (Security creation/ Security Cover):

5 · 2. Recording of charge creation and charge registration details on the system:

5 · 3.Modification in the information recorded on the system:

5 · 4.Recording of covenants in the system:

5 · 5.The Issuer shall provide the half yearly certificate by the statutory auditor certifying the security cover and upload the same on the system in the format as per Annex-VA of this Master Circular. The periodicity of filing this certificate on the system shall be co-terminus with that of the financial results as per regulation 52 of the LODR Regulations.

5 · 6.The Issuer shall, on a periodic basis, upload the necessary and applicable documents, information within stipulated time so as to enable the Debenture Trustee to exercise its functions in relation to monitoring of Security cover and covenants.

5 · 7.In order to carry out periodical monitoring on security created/ covenants, the Debenture Trustee shall:

5 · 8. Interest and principal payment:

5 · 9. Non -receipt of information on the system:

5 · 10. Redemption of debt securities:

5 · 11. The Issuer shall upload all the credit rating information for debt securities including rating action, date of press release and hyperlink for press release of credit rating. CRAs shall access the system to validate the rating information uploaded by the Issuer. In case of discrepancy, Issuer and/ or CRAs shall notify the same on system and update the correct information in the system within two working days of such notification.

5 · 12. Any subsequent rating actions carried out by CRAs shall be recorded in the system by the Issuer within one working day of the press release, which shall inter-alia comprise rating action including rating outlook, date of press release and hyperlink for press release of credit rating. In case of discrepancy, Issuer and/ or CRAs shall notify the

6 · Unique asset identifier:

6 · 1.As the backbone of the system is the uniqueness of the record of assets, a system generated unique identifier (Asset ID) shall be allotted for each asset offered by the Issuer as security for the debt securities. For data exchange and verification across Depositories, format for unique Asset ID shall be a 12 -digit alphanumeric string, which will be generated as provided in Annex-IIID of this Master Circular .

6 · 2.To ensure that there is only one unique asset ID assigned to an asset of the issuer for effective asset creation as well as tracking, the system will provide an alert to the Issuer and the Debenture Trustee by having appropriate validation/ duplicate checks in the system for identifying possible duplicate entries for assets of an issuer and this validation/ duplication check shall be based on the parameters as per Annex-IIIE of this Master Circular . Issuers shall ensure that the entry of the asset is made only once in the system for generation of the unique Asset ID, which shall be verified by the Debenture Trustee.

7 · 1.movable assets viz furniture, equipment, inventory etc.

7 · 2.current assets viz portfolio of advances/ receivables, etc.

7 · 3.any other asset of similar nature.

9 · Monitoring/ Trigger events:

9 · 1.While the Depository shall ensure that there is only one unique asset ID assigned to an asset of the issuer, Debenture Trustee, on a yearly basis, shall reconcile the list of assets recorded in the system for an Issuer and in case any duplicate entry is found for an asset, shall take necessary steps to eliminate such duplicate entries in the system and verify security cover thereof and take remedial action, if required.

9 · 2.Any event which reduces the security cover below the mandated/ stipulated limit, as per regulation 54 of the LODR Regulations, shall be updated by the issuer in the system immediately. Such event shall be termed as 'trigger event' and Depository shall send such trigger events' alerts to all the concerned stakeholders.

3 · Applicable for all issues made on or after April 01, 2022

1 · 1. Asset details

1 · 2. Type of Charge Creation

1 · 3. Charge holder

1 · 4. Amount

1 · 5. Date on which charge is created

1 · 6. Modification date

1 · 7. Charge Closure date i.e. redemption date.

3 · 1.Date of application/ filing with statutory/ government authority .

3 · 2.Details of any receipt or challan obtained by Issuer after filing.

3 · 3.List of documents submitted to Agency

3 · 4.Certificate/ document obtained from statutory/ government authority after successful registration of charge.

1 · Manner of creation and operation of REF

1 · 1.The issuer proposing to list debt securities shall deposit an amount equal to 0.01% of the issue size subject to maximum of Rs. 25 lakhs per issuer towards REF with the 'Designated Stock Exchange', as identified and disclosed in its Offer Document.

1 · 2.The REF shall be created and maintained in the following form:

1 · 3. In case of any change in status of issuer of the listed debt securities on account of corporate restructuring by way of Scheme of Arrangement etc.,

2 · Manner of utilization of Recovery Expense Fund:

2 · 1.In the event of default, the Debenture Trustee/ Lead Debenture Trustee shall obtain the consent of holders of debt securities for enforcement/ legal proceedings and shall inform the same to the Designated Stock Exchange. The Designated Stock Exchange shall release the amount lying in the REF to the Debenture Trustee/ Lead Debenture Trustee within five working days of receipt of such intimation.

2 · 2.For the purpose of the provisions of this Chapter, Lead Debenture Trustee shall mean:

2 · 3.The Debenture Trustee shall keep a proper account of all expenses incurred out of the funds received from REF towards Legal expenses, cost for hosting meetings etc. towards enforcement/ legal proceedings in relation to the Debt securities.

3 · Refund of REF to the Issuer

3 · 1.The balance in the REF shall be refunded to the issuer on repayment to holders of debt securities on their maturity or at the time of the exercise of call or put option, upon a 'No Objection Certificate (NOC)' being issued by the Debenture Trustee to the Designated Stock Exchange.

3 · 2.The Debenture Trustee shall satisfy that there is no 'default' on any other listed debt securities of the issuer before issuing the NOC.

4 · Verification of creation of REF

4 · 1.In order to ensure independent verification by a Debenture Trustee regarding creation of REF by issuer, Debenture Trustee shall take confirmation from Designated Stock Exchange or any other independent source in writing regarding the creation of REF by the issuer and shall not rely solely upon the communication by the issuer.

4 · 2.The Stock Exchange shall disclose on their websites, the amount of REFs created by the issuers on a half yearly basis. Such disclosure shall also include the details of the Debenture Trustee for the debt securities.

1 · 1.The Issuer shall be required to prepare the security cover certificate on quarterly basis and the statutory auditor of the Issuer shall certify the book values of the assets provided in such certificate.

1 · 2.The Issuer shall provide the values in the format under the market values column including the reference date based on which the market value has been arrived at and the certificate shall be submitted to the Debenture Trustee. In case of loans/ receivables or any other asset offered as security and the market value is not ascertainable in the specific quarter, then the Issuer may provide the carrying value/ book value as per the format for security cover is enclosed at Annex-VA of this Master Circular. However, the Issuer shall provide the justification for not providing the market value along with the certificate in that quarter.

1 · 3.The frequency of valuation for asset classes offered as security by the Issuer shall be as under:

1 · 4.In case, the issuer has more than one Debenture Trustee for its listed debt securities, then the Issuer shall prepare such certificate separately for each Debenture Trustee.

1 · 5.The assets that are not paid for shall not be included as part of any security cover calculation.

1 · 6.In case security cover offered for the debt securities comprises the assets of the Issuer only, the security cover shall be prepared on standalone basis.

1 · 7.In case debt securities are secured by creation of charge on the assets of a third party/ subsidiary/ group/ holding company; or assets of the Issuer are offered for securing the debt securities issued by a third party/ subsidiary/ group/ holding company; or assets of the Issuer are offered for securing the other liabilities of third party/ subsidiary/ group/ holding company, the Issuer shall make disclosure in two separate tables on security cover as follows:

1 · 8. Obligations of the Issuer in case of third party/ subsidiary/ group/ holding company assets being offered as underlying security:

1 · 9.Further, in order to adequately capture details regarding other debt securities, viz. unsecured debentures, subordinated debt, other debt issuances which fall in the lower priority order in the waterfall mechanism for liquidation/ resolution proceeds, an additional column named "Debt not backed by any assets offered as security" shall be incorporated in the security cover certificate and the same shall be covered under such column.

2 · Manner of preparation and submission of security cover certificate by Debenture Trustee(s):

2 · 1. Debenture Trustee on a quarterly basis shall certify the market value of assets based on the due diligence carried out by it or through independent professionals and shall submit the security cover certificate as per AnnexVA of this Master Circular .

2 · 2. In case the Issuer has more than one Debenture Trustee for its listed debt securities, then Debenture Trustees may choose a common independent professional for preparation of security cover certificate.

2 · 3. In case of reduction in the computed value of security cover in comparison to the previous quarter or previously calculated security cover, the Debenture Trustee shall record the reason for such variation in the security

3 · Calculation of Security Cover Ratios

3 · 1. Exclusive security cover shall be calculated in the following manner:

3 · 2. Pari -passu security cover shall be calculated in the following manner:

1 · Monitoring of security created/ assets on which charge is created

1 · 1.Chapter II of this Master Circular has prescribed the manner in which Debenture Trustees shall carry out due diligence for creation of security at the time of issuance of debt securities. As required under Regulation 15(1)(s) & 15(1)(t) of the DT Regulations, Debenture Trustee shall carry out due diligence on continuous basis.

1 · 2.Towards this, the issuer and the Debenture Trustee shall ensure that the terms and conditions relating to periodical monitoring are incorporated in the debenture trust deed4 . These terms and conditions shall, inter-alia, entail that the Issuer shall provide relevant documents/ information within a considerable timeline so as to enable the Debenture Trustee shall submit the following reports/ certification to Stock Exchange within the timelines specified:

4 · For existing debt securities as on November 12, 2020 vide circular SEBI/HO/MIRSD/CRADT/CIR/P/2020/230, listed entities and debenture trustee(s) were given 120 days to enter into supplemental/amended debenture trust deed incorporating the changes in the debenture trust deed

1 · 3.Further, in case of pari-passu charge, wherein multiple Debenture Trustees are holding charge over the same assets, a lead Debenture Trustee may be decided amongst the Debenture Trustees based upon the amount of the charge each Debenture Trustees holds and accordingly the exercise of carrying out the valuation and preparation of the valuation report may be carried out by the lead Debenture Trustees.

2 · Monitoring of covenants

2 · 1.On a quarterly basis, the Issuer shall furnish to the Debenture Trustee the compliance status with respect to financial covenants of the listed debt securities which shall be certified by the statutory auditor of the Issuer.

2 · 2.Regulation 15(f) of the DT Regulations mandates the Debenture Trustee to monitor the breach of covenants. In order to ensure effective monitoring, a Debenture Trustee shall:

3 · Disclosures by Debenture Trustee:

3 · 1.In order to enhance transparency with respect to the no-objection certificate (NOC)/ no-dues certificate/ consent/ permission (by whatever name called) issued by the Debenture Trustee, it shall make the following disclosures to the Stock Exchange:

1 · Disclosure by Debenture Trustee on its website:

2 · Disclosure of compensation arrangement with clients by Debenture Trustee on its websites:

3 · 1.A Debenture Trustee shall display on its website the ISIN wise details of interest/ redemption due to the holders of listed debt securities in respect of all issues during a financial year within five working days of start of financial year.

3 · 2.A Debenture Trustee shall also update such details for any new issue of debt securities handled during the financial year within five days of closure of the Issue.

3 · 3.A Debenture Trustee shall also update the status of payment ISIN-wise against such issuers not later than one day from the due date. In case the payment is made with a delay by the issuer, Debenture Trustee shall update the calendar specifying the date of such payment, with a remark 'delayed payment' .

1 · Revision in Credit ratings:

2 · Status of payment of interest/principal by the listed entity:

3 · Monitoring of Utilization Certificate and Security Cover:

4 · Details of Debenture issues handled by debenture trustee and their status:

8 · Status of information regarding any default by listed entity and action taken by Debenture Trustee

1 · Contents of Debenture Trust Deed:

2 · 1.DT Regulations require the Debenture Trustees to share information regarding the Issuers that are their clients, with CRAs. The purpose of the said requirement is to enable CRAs to perform their obligations effectively.

2 · 2.Towards this, Debenture Trustees and CRAs shall share information including but not limited to, as specified in Annex-VIIIA of this Master Circular , in respect of issues/ issuers which would help them in effective discharge of their duties.

2 · 3.Debenture Trustees and CRAs shall assign designated email addresses for sending and receiving such information and ensure appropriate action, if any, based on the information received.

3 · 1.Debenture Trustee shall have adequate systems to ascertain the status of payment of interest/ repayment of principal by the Issuer on due dates in timely manner and efficiently share such information with the CRAs which shall include the following:

3 · 1.1. The Debenture Trustee shall, at least seven days prior to the due date of payment of interest/ repayment of principal, seek ISIN-wise information from Issuers regarding the

3 · 1.2. If the Issuer confirms the status of such payment/ repayment or where no information is received from the Issuer on or before the due date, the Debenture Trustee shall accordingly provide ISIN-wise information to the CRAs latest by one day after such due date which shall state the following:

3 · 1.3. In cases where the CRAs have been informed as per point no. 3.1.2 above that no information is forthcoming from the Issuer on the payment/ repayment status, the Debenture Trustee shall update the payment/ repayment status to CRAs as and when any such information is available with the Debenture Trustee.

3 · 2.The Debenture Trustee shall also ascertain the status of payment/ repayment by the Issuer on the due dates from various independent sources available at its disposal which, inter alia , include the websites of Stock Exchanges, holders of listed debt securities and quarterly reports submitted by Issuer.

3 · 3.The Debenture Trustee in its communication to the Issuer as mentioned in point no. 3.1.1 above shall inform that non -furnishing of information regarding status of payment/ repayment by due date or non-disclosure of information with respect to timely payment by the Issuer on Stock Exchange website may be considered as suppression of material information and may attract provisions of Section 12A of the Securities and Exchange Board of India Act, 1992 and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003.

3 · 4.If no information regarding payment/ repayment by the Issuer is received by the Debenture Trustee by due date or such information is not disclosed by the Issuer on the Stock Exchange website, then, the Debenture Trustee shall make reference to SEBI accordingly and disclose the non -availability of such information on its website. Failure to make such reference to

4 · Dissemination of Information on Listed Debt Securities:

1 · Information from Credit Rating Agencies to Debenture Trustees:

2 · Information from Debenture Trustees to Credit Rating Agencies:

1 · Investor Charter:

1 · 1.In order to facilitate investor awareness about various activities where an investor has to deal with Debenture Trustees for availing various services, SEBI has developed an Investor Charter for Debenture Trustees, inter-alia detailing the services provided to Investors, timelines for various Debenture Trustee services provided, Rights and Obligations of Investors and Grievance Redress Mechanism.

1 · 2.In this regard, all the registered Debenture Trustees shall take necessary steps to bring the Investor Charter, as provided at Annex–IXA of this Master Circular to the notice of investors by way of:

1 · 3.Trustee Association of India (TAI) shall also disseminate the Investor Charter on its website.

1 · 4.Additionally, in order to bring about transparency in the Investor Grievance Redress Mechanism, it has been decided that all the registered Debenture Trustees shall disclose on their respective websites, the data on complaints received against them or in respect of debt securities issues dealt by them and redress thereof, latest by seventh of the succeeding month, as per the format enclosed at Annex-IXB to this Master Circular.

3 · Redress of investor grievances through SEBI Complaints Redress System (SCORES) platform:

3 · 1.The Debenture Trustee shall send its details, in the format specified in Annex-IXC of this Master Circular to SEBI in hard copy and by email to scores@sebi.gov.in and obtain SCORES user id and password immediately within a period of one month from the date of registration. The email-id to be furnished by the Debenture Trustee for receiving SCORES user id and password from SEBI has to be preferably a corporate email id and necessarily a permanent one. Failure by any SEBI registered Debenture Trustees to obtain the SCORES user ID and password would not only be deemed as non-redress of investor grievances but also indicate wilful avoidance of the same.

3 · 2.The Debenture Trustee shall submit the details in hard copy (Annex-IXC) to the Department/ Division of SEBI which has granted them registration to operate in the securities market. SCORES user id and password of the Debenture Trustee shall be created only after receiving approval from the concerned Department/ Division of SEBI.

3 · 3.The Debenture Trustee shall review its investors' grievances redress mechanism so as to further strengthen it and correct the existing shortcomings, if any. The SEBI registered Debenture Trustee to whom a complaint is forwarded through SCORES, shall take immediate efforts on receipt of a complaint, for its resolution, within thirty days. The SEBI registered Debenture Trustee shall keep the complainant duly informed of the action taken thereon.

3 · 4.The Debenture Trustee shall update the ATR along with supporting documents, if any, electronically in SCORES. ATR in physical form need not be sent to SEBI. The proof of dispatch of the reply of the SEBI registered Debenture Trustee to the concerned investor

3 · 5.Action taken by a Debenture Trustee will not be considered as complete if the relevant details/ supporting documents are not uploaded in SCORES and consequently, the complaints will be treated as pending.

3 · 6.A complaint shall be treated as resolved/ disposed/ closed only when SEBI disposes/ closes the complaint in SCORES. Hence, mere filing of ATR by a Debenture Trustee with respect to a complaint will not mean that the complaint is not pending against them.

3 · 7.Failure by a Debenture Trustee to file ATR under SCORES within thirty days of date of receipt of the grievance shall not only be treated as failure to furnish information to SEBI but shall also be deemed to constitute non -redress of investor grievance.

4 · Dissemination of Information regarding Grievance Redress Mechanism:

1 · Vision and Mission Statement for Investors

2 · Details of services provided by Debenture Trustee:

3 · Guidance pertaining to timelines for various services provided:

4 · Guidance pertaining to special circumstances:

5 · Rights and Obligations of Investors:

6 · Details of grievance redress mechanism:

6 · 1 Investor shall check the website of debenture trustees for the dedicated grievance email ID and other relevant details of the grievance redress division/compliance officer for the purpose of registering grievances/ complaints and any enquiry.

6 · 2 For lodging the grievance, the investor can write to the debenture trustee's dedicated grievance email ids or letter or can directly lodge complaints on the link provided by Debenture Trustee on its website.

6 · 3 While lodging a complaint it is necessary for investor to mention following:

6 · 4 Upon receipt of the complaint, the Debenture Trustee after due verification shall send intimation of redress/ resolution of complaint via email / letter as applicable within the timeline.

6 · 5 In case a complaint is required to be escalated to the issuer by the debenture trustee, the same shall be escalated within seven days of receipt of complaint.

6 · 6 If the investor is not satisfied with the redress/resolution of the complaint by the debenture trustee, or the issuer, investor can lodge the complaint on the SEBI Complaints Redress System - SCORES (https://scores.gov.in/) or harness the dispute resolution mechanism specified by SEBI from time to time with respect to the Issuer.

1 · Data for the month ending:

1 · Event of default:

1 · 1.Regulation 51 read with the Explanation to Clause A (11) in Part B of Schedule III of the LODR Regulations defines 'default' as non-payment of interest or principal amount in full on the pre-agreed date which shall be recognized at the first instance of delay in the servicing of any interest or principal on debt.

1 · 2.In the manner of calling 'event of default', due to the presence of multiple ISINs which may have been issued under the same offer document or a single ISIN which may have been split across multiple offer documents it is clarified that 'event of default' shall be reckoned at the ISIN level, as all terms and conditions of issuance of security are same under a single ISIN even though it might have been issued under multiple offer documents.

2 · Appointment of Director nominated by the Debenture Trustee on boards of issuers:

2 · 1.Regulation 23(6) of the NCS Regulations obligates an issuer which is a company under the Companies Act, 2013 to ensure that its Articles of Association requires its Board of Directors to appoint as director, the person nominated by the debenture trustee(s) in terms of clause (e) of sub-regulation (1) of regulation 15 of the SEBI (Debenture Trustees) Regulations, 1993 .

2 · 2.Issuers other than those mentioned in para 2.1 above shall submit an undertaking to their Debenture Trustees that in case of events as mentioned in Regulation 15(1)(e) of SEBI (Debenture Trustees) Regulations, 1993, a non-executive / independent director / trustee / member of its governing body shall be designated as nominee director for the purposes of Regulation 23(6) of the NCS Regulations, in consultation with the Debenture Trustee, or, in case of multiple Debenture Trustees, in consultation with all the Debenture Trustees.

3 · 1.The Reserve Bank of India ("RBI"), vide Circular dated June 07, 2019, issued the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions 2019

3 · 2.Regulation 59 of the LODR Regulations provides that material modification in the structure of debt securities shall be made only after obtaining the consent of the requisite majority of investors. Regulation 39 of the NCS Regulations, applicable in case of public issue of debt securities, stipulates a period of fifteen days for giving notice in case of roll-over of debt securities and further provides for approval to be obtained from not less than three-fourth of the holders by value of such debt securities.

3 · 3.As the resolution plan in the ICA may involve restructuring including roll-over of debt securities, requiring the consent of the investors, the process to be followed for seeking consent for enforcement of security and/or entering into an ICA shall be as under:

3 · 3.1. The Debenture Trustee shall send a notice to the investors within three days of the event of default by registered post/ acknowledgement due or speed post/ acknowledgement due or courier or hand delivery with proof of delivery as also through email as a text or as an attachment to email with a notification including a read receipt, and proof of dispatch of such notice or email, shall be maintained.

3 · 3.2. The notice shall contain the following:

3 · 3.3. Debenture Trustee shall convene the meeting of holders of listed debt securities within 30 days of the event of default:

3 · 3.4. In view of Regulation 15(2)(b) of SEBI (Debenture Trustees) Regulations, 1993, in case of debt securities issued by way of public issue, the notice sent by the Debenture Trustee shall not contain the consent as per paragraph 3.3.2.a) and the requirement to convene a meeting for enforcement of security, as per paragraph 3.3.3, shall not be applicable.

3 · 3.5. The Debenture Trustee shall take necessary action to enforce security or enter into the ICA or as decided in the meeting of investors, subject to the following:

3 · 3.6. The consent of the majority of holders of listed debt securities shall mean the approval of not less than 75% of the holders of listed debt securities by value of the outstanding debt and 60% of the holders of listed debt securities by number at the ISIN level.

4 · Conditions for signing of ICA by Debenture Trustee on behalf of holders of listed debt securities

4 · 1.The Debenture Trustee(s) may sign the ICA and consider the resolution plan on behalf of the holders of listed debt securities upon compliance with the following conditions:

4 · 2.The Debenture Trustee shall ensure that the conditions mentioned in paragraphs 4.1 (b), (c) and (d) are suitably incorporated in the ICA, before signing of the ICA.

5 · Action to be taken in case of breach of covenants or terms of issue

1 · Role of Debenture Trustee:

1 · 1.In case the Issuer fails to intimate the status of payment of the debt securities within stipulated timelines, then Debenture Trustee shall seek status of payment from the issuer and/ or conduct independent assessment (from banks, investors, rating agencies, etc.) to determine the same. Based on such assessment, Debenture Trustee shall intimate Stock Exchange and Depositories the status of payment of debt securities within nine working days of the maturity/ redemption date.

1 · 2.In case intimation of the status of payment of debt securities is not received by Stock Exchanges and Depositories within stipulated timeline, transactions in such debt securities shall continue to be restricted and such restrictions shall continue until any further intimation is received from Issuer/ Debenture Trustee regarding the status of payment of such debt securities.

2 · Continuous assessment of default status:

2 · 1.In case the Issuer fails to intimate the updated status of payment of the concerned debt securities within the stipulated timelines, the Debenture Trustee shall carry independent assessment as given at paragraph 1 above and intimate the status of payment of debt securities to the Stock Exchange and Depositories by the seventh working day of April of each financial year.

2 · 2.In case of any developments that impact the status of default of the debt securities (including restructuring of debt securities, NCLT/ NCLAT proceedings relating to insolvency/

2 · 3.The process explained above shall be followed either till full payment on these securities is made by the Issuer or the Issuer has been liquidated and money has been realised after completion of recovery proceedings.

1 · 1 The policy shall cover activities or the nature of activities that can be outsourced, the authorities who can approve outsourcing of such activities, and the selection of third party to whom it can be outsourced. For example, an activity shall not be outsourced if it would impair the supervisory authority's right to assess, or its ability to supervise the business of the Debenture Trustee. The policy shall be based on an evaluation of risk concentrations, limits on the acceptable overall level of outsourced activities, risks arising from outsourcing multiple activities to the same entity, etc.

1 · 2 The Board shall mandate a regular review of outsourcing policy for such activities in the wake of changing business environment. It shall also have overall responsibility for ensuring that all ongoing outsourcing decisions taken by the Debenture Trustee and the activities undertaken by the third-party, are in keeping with its outsourcing policy.

2 · 1 A Debenture Trustee shall make an assessment of outsourcing risk which depends on several factors, including the scope and materiality of the outsourced activity, etc. The factors that could help in considering materiality in a risk management programme include-

2 · 2 While there shall not be any prohibition on a group entity/ associate of the Debenture Trustee to act as the third party, systems shall be put in place to have an arm's length distance between the Debenture Trustee and the third party in terms of infrastructure, manpower, decision-making, record keeping, etc. for avoidance of potential conflict of interests. Necessary disclosures in this regard shall be made as part of the contractual agreement. It shall be kept in mind that the risk management practices expected to be adopted by a Debenture Trustee while outsourcing to a related party or an associate would be identical to those followed while outsourcing to an unrelated party.

2 · 3 The records relating to all activities outsourced shall be preserved centrally so that the same is readily accessible for review by the Board of the Debenture Trustee and/or its senior management, as and when needed. Such records shall be regularly updated and may also form part of the corporate governance review by the management of the Debenture Trustee.

2 · 4 Regular reviews by internal or external auditors of the outsourcing policies, risk management system and requirements of the regulator shall be mandated by the Board wherever felt necessary. The Debenture Trustee shall review the financial and operational capabilities of the third party in order to assess its ability to continue to meet its outsourcing obligations.

3 · 1 The Debenture Trustee shall be fully liable and accountable for the activities that are being outsourced to the same extent as if the service were provided in-house.

3 · 2 Outsourcing arrangements shall not affect the rights of an investor or client against the Debenture Trustee in any manner. The Debenture Trustee shall be liable to the investors for the loss incurred by them due to the failure of the third party and also be responsible for redress of the grievances received from investors arising out of activities rendered by the third party.

3 · 3 The facilities/ premises/ data that are involved in carrying out the outsourced activity by the service provider shall be deemed to be those of the registered Debenture Trustee. The Debenture Trustee itself and Regulator or the persons authorized by it shall have the right to access the same at any point of time.

3 · 4 Outsourcing arrangements shall not impair the ability of SEBI/ SRO or auditors to exercise its regulatory responsibilities such as supervision/ inspection of the Debenture Trustee.

4 · 1 It is important that the Debenture Trustee exercises due care, skill, and diligence in the selection of the third party to ensure that the third party has the ability and capacity to undertake the provision of the service effectively.

4 · 2 The due diligence undertaken by an Debenture Trustee shall include assessment of:

5 · 1 Outsourcing arrangements shall be governed by a clearly defined and legally binding written contract between the Debenture Trustee and each of the third parties, the nature and detail of which shall be appropriate to the materiality of the outsourced activity in relation to the ongoing business of the Debenture Trustee.

5 · 2 Care shall be taken to ensure that the outsourcing contract:

6 · 1 Specific contingency plans shall be separately developed for each outsourcing arrangement, as is done in individual business lines.

6 · 2 A Debenture Trustee shall take appropriate steps to assess and address the potential consequence of a business disruption or other problems at the third party level. Notably, it shall consider contingency plans at the third party; coordination of contingency plans at both the Debenture Trustee and the third party; and contingency plans of the Debenture Trustee in the event of non -performance by the third party.

6 · 3 To ensure business continuity, robust information technology security is a necessity. A breakdown in the IT capacity may impair the ability of the Debenture Trustee to fulfil its obligations to other market participants/ clients/ regulators and could undermine the privacy interests of its customers, harm the Debenture Trustee's reputation, and may ultimately impact on its overall operational risk profile. Intermediaries shall, therefore, seek to ensure that third party maintains appropriate IT security and robust disaster recovery capabilities.

6 · 4 Periodic tests of the critical security procedures and systems and review of the backup facilities shall be undertaken by the Debenture Trustee to confirm the adequacy of the third party's systems.

7 · 1 A Debenture Trustee that engages in outsourcing is expected to take appropriate steps to protect its proprietary and confidential customer information and ensure that it is not misused or misappropriated.

7 · 2 The Debenture Trustee shall prevail upon the third party to ensure that the employees of the third party have limited access to the data handled and only on a "need to know" basis and the third party shall have adequate checks and balances to ensure the same.

7 · 3 In cases where the third party is providing similar services to multiple entities, the Debenture Trustee shall ensure that adequate care is taken by the third party to build safeguards for data security and confidentiality.

3 · 1.Proper internal code of conduct and controls is put in place.

3 · 2.Employees/ temporary staff/ voluntary workers etc. employed/ working in the Offices of SEBI registered Debenture Trustees do not encourage or circulate rumours or unverified information obtained from client, industry, any trade or any other sources without verification.

3 · 3.Access to Blogs/ Chat forums/ Messenger sites etc. should either be restricted under supervision or access should not be allowed.

3 · 4.Logs for any usage of such Blogs/ Chat forums/ Messenger sites (called by any nomenclature) shall be treated as records and the same should be maintained as specified by the respective Regulations which govern the concerned Debenture Trustee.

3 · 5.Employees should be directed that any market related news received by them either in their official mail/ personal mail/ blog or in any other manner, should be forwarded only after the same has been seen and approved by the concerned SEBI registered Debenture Trustee's Compliance Officer. If an employee fails to do so, he/ she shall be deemed to have violated

4 · 1. lay down, with active involvement of senior management, policies and internal procedures to identify and avoid or to deal or manage actual or potential conflict of interest, develop an internal code of conduct governing operations and formulate standards of appropriate conduct in the performance of their activities, and ensure to communicate such policies, procedures and code to all concerned;

4 · 2. at all times maintain high standards of integrity in the conduct of their business;

4 · 3. ensure fair treatment of their clients and not discriminate amongst them;

4 · 4. ensure that their personal interest does not, at any time conflict with their duty to their clients and client's interest always takes primacy in their advice, investment decisions and transactions;

4 · 5. make appropriate disclosure to the clients of possible source or potential areas of conflict of interest which would impair their ability to render fair, objective and unbiased services;

4 · 6. endeavour to reduce opportunities for conflict through prescriptive measures such as through information barriers to block or hinder the flow of information from one department/ unit to another, etc.;

4 · 7. place appropriate restrictions on transactions in securities while handling a mandate of issuer or client in respect of such security so as to avoid any conflict;

4 · 8. not deal in securities while in possession of material non - published information

4 · 9. not to communicate the material non -published information while dealing in securities on behalf of others

4 · 10. not in any way contribute to manipulate the demand for or supply of securities in the market or to influence prices of securities;

4 · 11. not have an incentive structure that encourages sale of products not suiting the risk profile of their clients;

4 · 12. not share information received from clients or pertaining to them, obtained as a result of their dealings, for their personal interest;

2 · 1. all Reporting Entities falling under Debenture Trustee segment registered in FINNET 1.0 system of FIU-India are required to re-register themselves in FINNET 2.0 system/ module6; and

2 · 2. those reporting entities who have not yet registered themselves with FIU-India are required to be registered in FINNET2.0 system/ module of FIU-India immediately in light of the FATF mutual evaluation.

5 · SEBI Circular No. SEBI/HO/DDHS/DDHS -POD1/CIR/P/2023/67 dated May 09, 2023

6 · FINNET 2.0 is the new reporting platform of FIU-India; for more details please refer to the following websitehttps://fiuindia.gov.in/files/misc/finnet2.html