SEBI issues updated Master Circular for Debenture Trustees and withdraws 2025 framework
Securities and Exchange Board of India has released a new Master Circular for Debenture Trustees dated September 28, 2026, replacing the earlier Master Circular that was in force since August 13, 2025. The fresh circular reorganizes and consolidates all operative instructions applicable to Debenture Trustees as on September 28, 2026, and formally rescinds the previous Master Circular while preserving continuity of actions already taken.
The circular has been issued as Master Circulars No. HO/17/11/12(2)2026-DDHS-POD1/I/22420/2026 under the powers granted to SEBI by Section 11(1) of the Securities and Exchange Board of India Act, 1992. Its core objectives are:
- Protection of investors in securities
- Ensuring orderly development of the securities market
- Regulation and oversight of activities of Debenture Trustees involved in listed Debt Securities and Municipal Debt Securities
Scope and addressees of the Master Circular
The Master Circular is addressed to a broad spectrum of capital market participants connected with debenture issues and their supervision. Specifically, it is directed to:
- All Registered Debenture Trustees
- Trustees Association of India (TAI)
- United Trustee Association of India (UTAI)
- All Registered Credit Rating Agencies
- Issuers that have listed or intend to list Debt Securities and Municipal Debt Securities
- All Recognized Stock Exchanges
- All Recognized Depositories
By doing so, SEBI ensures that every intermediary or entity interacting with debenture issues is operating under a common, consolidated compliance framework.
Background: Evolution of SEBI’s circulars on Debenture Trustees
Earlier piecemeal circulars
Over time, SEBI has been issuing multiple circulars to regulate the functioning, obligations and compliance standards applicable to Debenture Trustees. These individual circulars covered various aspects such as:
- Eligibility conditions and registration norms
- Due diligence and monitoring responsibilities
- Disclosure obligations to debenture holders and stock exchanges
- Reporting requirements and documentation standards
- Rights and duties of Debenture Trustees in protecting investor interests
However, the existence of several separate circulars made it necessary for intermediaries to cross-refer to multiple documents to determine the complete set of requirements.
2025 Master Circular and its limitations
To simplify access and provide a single reference document, SEBI had earlier brought out a Master Circular dated August 13, 2025. This compiled and rationalized various existing instructions on Debenture Trustees into a unified framework.
After that Master Circular came into force, SEBI introduced a number of significant amendments and additional requirements pertaining to Debenture Trustees and related market practices. Due to the extent and nature of these changes, a mere updating of the 2025 Master Circular was no longer adequate. SEBI therefore considered it necessary to issue a wholly revised Master Circular to present the applicable norms in a fresh, consolidated form.
Key feature: 2026 Master Circular replaces 2025 Master Circular
The newly issued Master Circular categorically states that, from the date of its issuance, the Master Circular dated August 13, 2025 stands rescinded. This means that, as a general rule, the earlier circular will no longer govern ongoing or future compliances of Debenture Trustees and related entities.
However, SEBI has built in detailed savings and continuity provisions to ensure that the rescission does not create any legal vacuum or uncertainty for actions already initiated under the old Master Circular.