Securities And Exchange Board Of India (Issue And Listing Of Non-Convertible Securities) (Amendment) Regulations, 2025

Notification / Circular No – No. SEBI/LAD-NRO/GN/2025/268 dated October 22, 2025

Applicable Act/Rule: Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Applicable Section/Rule – Regulation 18 (sub-regulation (1) & sub-regulation (4))

The NCS Regulations govern issuance and listing of non-convertible securities (such as debentures) by issuers in India. They require issuers to execute a trust deed with a debenture trustee within defined timelines and format.

In the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, ─
(1) in regulation 18,
(a) in sub-regulation (1),
(i) after the words “execute the trust deed” and before the words “within such timelines”, the words “in such format and” shall be inserted;
(ii) the symbol “.” shall be substituted with the symbol “:”;
(b) after sub-regulation (1), the following shall be inserted as a proviso, namely, –
“Provided that in case of any deviation from the format specified for the trust deed, the debenture trustee may accept such deviations if a key summary sheet capturing the deviations along with the rationale for the same is provided by the issuer in the General Information Document/ Key Information Document or Shelf Prospectus.”;
(c) in sub-regulation (4), the words and symbols “Such trust deed shall consist of two parts: (a) Part A containing statutory/standard information pertaining to the debt issue. (b) Part B containing details specific to the particular debt issue.” shall be omitted.

Disclaimer: The information contained in this Article is intended solely for personal non-commercial use of the user who accepts full responsibility of its use. The information in the article is general in nature and should not be considered to be legal, tax, accounting, consulting or any other professional advice. We make no representation or warranty of any kind, express or implied regarding the accuracy, adequacy, reliability or completeness of any information on our page/article. 

To stay updated Subscribe to our newsletter today

Explore other Legal updates on the 1-Comply and follow us on LinkedIn to stay updated 

Post Views: 106

Schedule A Demo