SEBI Mandates Half-Yearly Disclosures by SPDE Trustees for SDIs

Circular no. HO/17/11/18(1)2025-DDHS-POD1/I/342/2025; Dated: 16.12.2025

1. Regulatory Background

SEBI has issued a circular mandating enhanced periodic disclosure requirements for Special Purpose Distinct Entities (SPDEs) and trustees associated with Securitised Debt Instruments (SDIs).

The move is aimed at strengthening transparency, ongoing monitoring, and investor protection in the securitisation market.

2. Entities Covered

The disclosure requirements apply to:

• Special Purpose Distinct Entities (SPDEs) created for securitisation transactions, and
• Trustees appointed in relation to SDIs

These entities play a critical role in holding, administering, and safeguarding securitised assets on behalf of investors.

3. Frequency and Timeline of Disclosures

• Disclosures must be made on a half-yearly basis
• Reporting periods:

1. 1. Half-year ending March
   2. Half-year ending September

• Disclosures must be submitted within 30 days from the end of the respective half-year

This ensures timely availability of information to regulators and market participants.

4. Recipients of Disclosures

The required disclosures must be submitted to:

• SEBI (the Board), and
• The concerned stock exchange(s) where the securitised debt instruments are listed

This dual reporting mechanism enhances both regulatory oversight and market transparency.

5. Nature of Disclosures

While the circular mandates “detailed disclosures,” the intent is to ensure comprehensive visibility into aspects such as:

• Performance and status of the underlying securitised assets
• Cash flow collections and payouts
• Credit enhancements and structural safeguards
• Compliance with transaction documents and regulatory conditions
• Any material events, deviations, or risks impacting SDIs

These disclosures enable investors and regulators to assess ongoing risk and performance, beyond initial issuance disclosures.

6. Effective Date

The provisions of the circular will be effective from March 31, 2026.

Accordingly:

• The first mandatory half-yearly disclosure cycle will commence post-March 31, 2026
• SPDEs and trustees must ensure systems, processes, and data readiness well in advance

7. Regulatory Intent

SEBI’s initiative seeks to:

• Enhance post-issuance transparency in securitised products
• Strengthen continuous disclosure norms for SDIs
• Improve investor confidence in the securitisation framework
• Enable proactive regulatory supervision and early risk identification

The move aligns SDI disclosure standards more closely with those applicable to other listed debt instruments.

8. Compliance Takeaways

SPDEs and trustees should:

• Establish robust half-yearly reporting mechanisms
• Define internal data collection and validation workflows
• Coordinate with originators, servicers, and auditors for timely inputs
• Ensure disclosures are accurate, complete, and submitted within statutory timelines
• Align disclosure formats with stock exchange and SEBI requirements

Non-compliance may result in regulatory observations, penalties, or market-related consequences.

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