SEBI Notifies 2025 Amendments Defining Rights and Permitted Activities of Debenture Trustees

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  • Last Updated on 29 October, 2025

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SEBI Debenture Trustees Amendment 2025

Notification no. F. No. SEBI/LAD-NRO/GN/2025/269; Dated: 22.10.2025

1. Introduction

The Securities and Exchange Board of India (SEBI) has notified the SEBI (Debenture Trustees) (Amendment) Regulations, 2025, introducing important changes to enhance the scope of activities, governance standards, and operational clarity for debenture trustees.

These amendments aim to strengthen investor protection and ensure that trustees can effectively discharge their fiduciary responsibilities.

2. Insertion of New Regulation 9C – Permitted Activities

A new Regulation 9C has been inserted, which outlines the permitted activities that a debenture trustee may undertake.

As per this provision:

  • A debenture trustee may engage in activities that either fall within or outside the purview of any other financial sector regulator, as long as such activities are specified or permitted by SEBI.
  • This broadens the operational flexibility of trustees while ensuring that regulatory oversight and compliance boundaries remain clear.

This inclusion seeks to facilitate better utilisation of trustee infrastructure and professional expertise without diluting their core supervisory obligations.

3. Specification of Rights and Powers of Debenture Trustees

The amendment also prescribes detailed norms regarding the rights and powers of debenture trustees that can be exercised in order to:

  • Aid in the performance of their duties,
  • Discharge their roles and responsibilities effectively, and
  • Safeguard the interests of debenture holders.

These powers may include rights to seek information from issuers, inspect records, convene meetings of debenture holders, and take enforcement or recovery actions when necessary.

4. Objective and Regulatory Impact

The key objectives of these amendments are to:

  • Provide regulatory clarity on permissible activities for trustees,
  • Strengthen their functional autonomy,
  • Enhance accountability mechanisms, and
  • Ensure timely protection of investor interests in the debenture market.

By codifying these provisions, SEBI aims to reinforce the trust and efficiency of the corporate bond market ecosystem.

5. Conclusion

The SEBI (Debenture Trustees) (Amendment) Regulations, 2025 mark an important step toward modernising the regulatory framework governing debenture trustees.

They empower trustees with defined rights and flexibility while maintaining a strong focus on investor confidence, compliance, and market stability.

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Author: Taxmann

Taxmann Publications has a dedicated in-house Research & Editorial Team. This team consists of a team of Chartered Accountants, Company Secretaries, and Lawyers. This team works under the guidance and supervision of editor-in-chief Mr Rakesh Bhargava.

The Research and Editorial Team is responsible for developing reliable and accurate content for the readers. The team follows the six-sigma approach to achieve the benchmark of zero error in its publications and research platforms. The team ensures that the following publication guidelines are thoroughly followed while developing the content:

  • The statutory material is obtained only from the authorized and reliable sources
  • All the latest developments in the judicial and legislative fields are covered
  • Prepare the analytical write-ups on current, controversial, and important issues to help the readers to understand the concept and its implications
  • Every content published by Taxmann is complete, accurate and lucid
  • All evidence-based statements are supported with proper reference to Section, Circular No., Notification No. or citations
  • The golden rules of grammar, style and consistency are thoroughly followed
  • Font and size that's easy to read and remain consistent across all imprint and digital publications are applied