**Executive Summary**
This circular, issued by the Securities and Exchange Board of India (SEBI) on November 25, 2025, addresses the timeline for submission of information by issuers to Debenture Trustees (DTs). It specifies the reports and certificates that issuers must provide to DTs, along with their required frequency and deadlines, effective from the quarter ending December 31, 2025.
**Key Points / Main Content**
* **Due Diligence:** DTs shall 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.
* **DT Master Circular:** Chapter II of the Master Circular for Debenture Trustees dated August 13, 2025, specifies the manner in which DTs shall carry out due diligence for creation of security at the time of issuance of debt securities.
* **Reporting Requirements:** Issuers must submit the following reports/certificates to the Debenture Trustees:
* **Security cover Certificate:** Quarterly, within 60 days from the end of each quarter, except the last quarter (within 75 days).
* **Statement of value of pledged securities:** Quarterly, within 60 days from the end of each quarter, except the last quarter (within 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 (within 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.
* **Valuation report and title search report (immovable/movable assets):** Once in three years, within 60 days from the end of the financial year.
* **Effective Date:** The provisions of this circular come into effect from the quarter ended December 31, 2025.
* **Website Availability:** The circular is available on the SEBI website under the "Legal" category and the "Circulars" dropdown.
**Impact Analysis**
**Stakeholder:** Registered Debenture Trustees
**Impact**
DTs are required to carry out due diligence continuously and monitor issuer compliance with the stipulated reporting timelines to protect the interests of investors.
**Action Required**
DTs must ensure they receive the required reports and certificates from issuers within the specified timelines.
**Stakeholder:** Issuers of Listed/Proposed Debt Securities
**Impact**
Issuers must adhere to the new reporting timelines for submitting reports and certificates to the Debenture Trustees.
**Action Required**
Issuers must prepare and submit the required reports/certificates to the Debenture Trustees within the specified quarterly, half-yearly, or annual deadlines, starting from the quarter ended December 31, 2025.
**Stakeholder:** Recognized Stock Exchanges
**Impact**
The recognised stock exchanges are informed about the circular.
**Action Required**
No action required.
Key Entities Referenced
SEBI (Debenture Trustees) Regulations 1993: Regulations governing the conduct of Debenture Trustees (DTs) in India.
Securities and Exchange Board of India Act, 1992: Act establishing the powers of the Securities and Exchange Board of India (SEBI).
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: Regulations related to listing obligations and disclosure requirements of companies listed on stock exchanges.
Debenture Trustee: Entity responsible for protecting the interests of debenture holders.
SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021: Regulations governing the issuance and listing of non-convertible securities.
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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