SEBI Amends Issue and Listing of Non-Convertible Securities Regulations, 2025 [Read Notification]

The amendment modifies certain provisions of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and took effect immediately upon publication in the Gazette of India.

Key Provisions

1. Format for Trust Deeds: Issuers of non-convertible securities (NCS) must now prepare the trust deed in the format specified by SEBI and execute it within the prescribed timelines. The updated rule ensures that the trust deed follows a standard structure approved by SEBI, improving uniformity and investor protection.
2. Flexibility for Minor Changes: SEBI has allowed limited flexibility. If any deviation from the specified format is necessary, the debenture trustee can accept such deviations only if the issuer provides a Key Summary Sheet. This summary must explain the deviations and the reasons for them, and it must be included in the General Information Document (GID), Key Information Document (KID), or Shelf Prospectus.
3. Simplification of Structure: The previous requirement that every trust deed should have two separate parts (Part A and Part B) has been removed. Earlier, Part A contained statutory information, and Part B contained issue-specific details. This change aims to simplify the documentation process and make compliance easier for issuers.

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This step will make the issuance of debt securities more investor-friendly and support the regulator’s ongoing efforts to strengthen India’s corporate bond market. The standardized trust deed format is expected to reduce ambiguity, enhance investor confidence, and promote ease of doing business in the securities market.

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