**Executive Summary**
This circular, dated November 25, 2025, issued by the Securities and Exchange Board of India (SEBI), outlines the timeline for information submission by issuers to debenture trustees (DTs), effective from the quarter ended December 31, 2025. It specifies the reports/certificates issuers must submit periodically to enable DTs to perform their functions efficiently. The circular is available on SEBI's website under the "Legal" category.
**Key Points / Main Content**
* **Due Diligence:** Debenture Trustees (DTs) must carry out due diligence on a continuous basis as per Regulations 15(1)(s) and 15(1)(t) of the SEBI (Debenture Trustees) Regulations 1993.
* **Master Circular Reference:** The manner in which the DT shall carry out due diligence is specified in Chapter II of the DT Master Circular dated August 13, 2025. Also, issuers and Debenture Trustees must ensure that terms and conditions relating to periodical monitoring are incorporated in the debenture trust deed as per Chapter VI.
* **Reporting Requirements:** Issuers must submit the following reports/certificates to the Debenture Trustees as follows:
* **Security Cover Certificate:** Quarterly, within 60 days from the end of each quarter, except the last quarter, for which the deadline is 75 days. Must be in the format specified in Annex-VA to DT Master Circular.
* **Statement of Value of Pledged Securities:** Quarterly, within 60 days from the end of each quarter, except the last quarter, for which the deadline is 75 days.
* **Statement of Value for Debt Service Reserve Account or any other form of security offered:** Quarterly, within 60 days from the end of each quarter, except the last quarter, for which the deadline is 75 days.
* **Net Worth Certificate of Guarantor (personal guarantee):** Half-yearly, within 60 days from the end of each half-year.
* **Financials/Value of Guarantor (corporate guarantee):** Annually, within 60 days from the end of each financial year. Must be prepared on the basis of audited financial statement.
* **Valuation Report and Title Search Report (immovable/movable assets):** Once in three years, within 60 days from the end of the financial year.
* **Legal Basis:** The circular is issued under the powers conferred by Section 11(1) of the Securities and Exchange Board of India Act, 1992, Regulation 2A of the DT Regulations, Regulation 101 of the SEBI Regulations, 2015, and Regulation 55 of the SEBI Regulations, 2021.
**Impact Analysis**
**Issuers of Listed/Proposed Debt Securities**
* **Impact:** Issuers must comply with the new reporting timelines to enable DTs to perform their functions efficiently.
* **Action Required:** Review and adjust internal processes to ensure timely submission of the specified reports and certificates to Debenture Trustees within the stipulated deadlines.
**Registered Debenture Trustees**
* **Impact:** DTs will receive standardized reports from issuers, enabling them to perform due diligence and monitoring more efficiently.
* **Action Required:** Monitor the receipt of reports from Issuers and follow up if required.
**Recognized Stock Exchanges**
* **Impact:** The circular affects the obligations of issuers and DTs in the listing and maintenance of debt securities.
* **Action Required:** Ensure issuers and debenture trustees understand and comply with the reporting requirements outlined in the circular.
Key Entities Referenced
SEBI (Debenture Trustees) Regulations 1993: Regulations that govern the duties and responsibilities of Debenture Trustees in India.
Securities and Exchange Board of India Act, 1992: Law establishing the powers of SEBI.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: Regulations pertaining to disclosure requirements for listed entities.
SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021: Regulations governing the issuance and listing of Non-Convertible Securities.
Debenture Trustee: The regulated entities responsible for protecting the interests of debenture holders.
CIRCULAR
HO/17/11/12(3)2025-DDHS-POD1/ I/144/ 2025 November 25, 2025
To,
All Registered Debenture Trustees,
Issuers who have listed and/ or propose to list debt securities, and
Recognized Stock Exchanges
Dear Sir/ Madam,
Sub: Timeline for submission of information by the Issuer to the Debenture Trustee(s)
1. In terms of the provisions of Regulations 15(1)(s) and 15(1)(t) of the SEBI (Debenture
Trustees) Regulations 1993 (‘DT Regulations’), DT shall carry out due diligence on a
continuous basis.
2. Chapter II of the Master Circular for Debenture Trustees dated August 13, 2025 (‘DT
Master Circular’)1 has specified the manner in which the DT shall carry out due diligence
for creation of security at the time of issuance of debt securities. Further, Chapter VI of
the DT Master Circular has, inter-alia, specified that the issuer and the Debenture Trustee
shall ensure that the terms and conditions relating to periodical monitoring are
incorporated in the debenture trust deed.
3. In order to enable the DTs to perform their function efficiently and in a timely manner, the
issuer shall submit the reports/ certificate to the Debenture Trustees as follows:
Reports/ Certificate Periodicity
Security cover Certificate (in the format as
Quarterly basis within 60 days
specified in Annex-VA to DT Master Circular)
from end of each quarter except
A statement of value of pledged securities
last quarter when submission is to
A statement of value for Debt Service Reserve
be made within 75 days.
Account or any other form of security offered
Net worth certificate of guarantor in case debt
Half yearly basis within 60 days
securities are secured by way of personal
from end of each half-year.
guarantee)
Financials/value of guarantor prepared on
basis of audited financial statement etc. of the Annual basis within 60 days from
guarantor (secured by way of corporate end of each financial year.
guarantee)
Once in three years within 60
Valuation report and title search report for the
days from the end of the financial
immovable/ movable assets, as applicable.
year.
1 Master Circular no. SEBI/HO/DDHS-PoD-1/P/CIR/2025/117;
Page 1 of 24. The provisions of this circular shall come into effect from quarter ended December 31,
2025.
5. This circular is issued in exercise of powers conferred under Section 11(1) of Securities
and Exchange Board of India Act, 1992, Regulation 2A of the DT Regulations, Regulation
101 of the SEBI (Listing Obligations and Disclsoure Requirements) Regulations, 2015,
and Regulation 55 of the SEBI (Issue and Listing of Non-Convertible Securities)
Regulations, 2021, to protect the interest of investors in securities and to promote the
development of, and to regulate, the securities market.
6. This circular is available on the website of the Securities and Exchange Board of India at
www.sebi.gov.in under the category “Legal” and under the drop down “Circulars”.
7. This circular is issued with the approval of the competent authority.
Yours faithfully,
Divya Hamirbasia
Deputy General Manager
Department of Debt and Hybrid Securities
Tel No. - 022-2644-9293
Email ID - divyah@sebi.gov.in
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