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TMI BlogSecurities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) (Amendment) Regulations, 2025X X X X Extracts X X X X X X X X Extracts X X X X ..... of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008, ─ (1) in regulation 2, in sub-regulation (1), (a) after clause (a) and before clause (b), the following shall be inserted, namely,- "(aa) "advertisement" shall have the meaning assigned to it in clause (c) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;"; (b) in clause (d), the words "these regulations" shall be substituted by the words "the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993"; (c) after clause (d) and before clause (e), the following shall be inserted, namely- "(da) "control" shall have the meaning assigned to it in clause (e) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;"; (d) in clause (g), i. sub-clause (ii) shall be substituted with the following sub-clauses, namely- "ii. any financial asset originated by an originat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd vii. such debt or receivable including sustainable securitised debt instruments as notified by the Board: Provided that all such debts or receivables shall arise from written contractual obligations or written contracts: Provided further that no other debt or receivable (including unlisted debt securities or other securities or instruments or assets) shall be permitted to be an underlying for a securitised debt instrument: Provided further that re-securitisation and synthetic securitisation shall not be permitted." ii. sub-clause (iii) shall be renumbered as sub-clause (viii); (e) after clause (j) and before clause (k), the following shall be inserted, namely- "(ja) "minimum holding period" means the minimum period for which a originator shall hold the debt or receivable before the same is assigned to a special purpose distinct entity for the purpose of securitisation;" (2) In Chapter II, in the heading, the words "Registration of Trustees" shall be substituted with the words "Trustees"; (3) in regulation 4, (a) in sub-regulation (1), i. in clause (b), the words "these regulations" shall be substituted with the words "the Securities and Exchange Board of In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of any breach of covenants in terms of the trust deed and transaction documents" shall be inserted; (b) in sub-regulation (3), i. in clause (f), before the words "the board about any action", the words "take appropriate measures for protecting the interest of the investors including informing" shall be substituted by the word "inform"; ii. in clause (i), after the words "the actions taken" and before the words ", atleast on quarterly", the word "thereof" shall be substituted by the word "thereon"; iii. in clause (j), after the words "regarding the" and before the words "disclosures of underlying asset", the words "status of" shall be inserted; iv. the clause (l) shall be substituted with the following, namely, "(l) call a meeting of all the investors on- (i) a requisition in writing signed by at least one-tenth of the investors in value for the time being outstanding; or (ii) the happening of any event, which constitutes a servicer default or breach of covenants as specified in the trust deed or transaction documents, or which in the opinion of the trustee affects the interest of the investors;"; v. after clause (l), the following clause shall be inserted, namel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd these regulations in respect of the regulated activities carried on by the special purpose distinct entity." (8) After regulation 11A, the following regulation shall be inserted, namely,- "Submission of periodic information to the Board 11B. (1) A special purpose distinct entity and the trustee shall furnish information to the Board on a half yearly basis, in the manner as may be specified. (2) The Board may specify the format of the disclosure and may specify additional instructions and disclosure requirement for facilitating automated supervision and automated processing of data related to securitised debt instrument as part of the continuous disclosure requirements."; (9) in regulation 14, after sub-regulation (2), following sub-regulations shall be inserted, namely,- "(3) The special purpose distinct entity, while availing the services of a liquidity provider shall ensure that: (i) The liquidity facility provider is regulated by at least one financial sector regulator. (ii) The facility is structured separately from other arrangements, with clear documentation detailing its nature, purpose, scope, and performance standards in a written agreement executed at t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ub-regulation (3) are not met, the liquidity facility shall be regarded as serving the economic purpose of credit enhancement and such third-party liquidity facility shall be classified as credit enhancement. (5) The liquidity facility shall only be drawn for short periods and not used for two consecutive repayment cycles." (10) in regulation 16, in sub-regulation (1), after the words "Without prejudice to provisions of the" and before the words ",or any other applicable law,", the words "Companies Act, 1956 (1 of 1956)" shall be substituted by the words "Companies Act, 2013 (18 of 2013)"; (11) after regulation 19, the following regulation shall be inserted, namely,- "Conditions governing securitisation 19A. The following conditions shall govern the securitisation resulting in issuance of a securitised debt instrument: (a) No obligor shall have more than twenty five percent in asset pool at the time of issuance. (b) Asset comprising the securitisation pool shall be homogeneous. (c) Securitised debt instruments shall be fully paid up upfront. (d) Originators shall have a track record of operations of three financial years which resulted in the creation of the type ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s." (13) in regulation 23, i. sub-regulation (2) shall be substituted with the following, namely- "(2) The issue of securitised debt instruments by the special purpose distinct entity and the subsequent transfers shall only be in dematerialised form."; and ii. sub-regulation (3) shall be omitted; (14) In regulation 26, in sub-regulation (2), in the explanation, after the words "the same meaning as in", the words "sub-section (2) of section 59 of the Companies Act, 1956 (1 of 1956)" shall be substituted with the words "sub-section (38) of section 2 of the Companies Act, 2013 (18 of 2013)"; (15) in regulation 29, after the words "shall remain open for", the words "more than thirty days" shall be substituted with the words "less than two working days and more than ten working days" ; (16) after regulation 30, the following regulations shall be inserted, namely, - "Minimum ticket size 30A (1)The minimum ticket size for issuance of a securitised debt instrument shall be rupees one crore. Explanation: ─ For the purpose of this regulation, ticket size shall mean the size of investment by a single investor. (2) The minimum ticket size for subsequent transfers of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his regulation. (5) The following conditions shall be complied with while ensuring compliance with this regulation: (a) The originator shall not reduce the percentage of the risk specified to be retained either through hedging of credit risk or selling or encumbering the retained interest. (b) The originator shall retain and maintain the minimum risk itself and shall not pass on the same to any of its group entities. (c) The form of minimum risk specified to be retained shall not be changed during the life of securitisation. (d) The minimum risk retained as a percentage of unamortised principal should be maintained on an ongoing basis except for reduction of retained exposure due to repayment or through the absorption of losses. Minimum holding period 30C. (1) The special purpose distinct entity shall ensure that the loans are securitised by the originator only after completion of the minimum holding period, as prescribed in this regulation. (2) The period of holding shall commence from the date of registration of the underlying security interest with the Central Registry of Securitisation Asset Reconstruction and Security Interest of India. (3) The minimum holdin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll be substituted with the words "within five days of closure of the offer."; (b) the sub-clause (a) and sub-clause (b) shall be omitted; (18) In regulation 34, (a) in sub-regulation (3), in clause (c), (i) in proviso, after the words "the investors of the scheme and" and before the words "shall mutatis mutandis apply", the words "sections 179 and 189 of the Companies Act, 1956 (1 of 1956)" shall be substituted with the words "sections 109 and 114 of the Companies Act, 2013 (18 of 2013)"; (ii) in second proviso, after the words "is registered with the Board", the words "under these regulations or is exempted from such registration" shall be substituted by the words "under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993"; (b) in sub-regulation (6), the word "adversely" shall be omitted; (c) in sub-regulation (7), the words "postal ballot" shall be substituted with the word "e-voting"; (d) in sub-regulation (8), before the words "and the rules framed thereunder", the words "Sections 189 and 192A of the Companies Act, 1956 (1 of 1956)" shall be substituted by the words "Section 110 and 114 of the Companies Act, 2013 (18 of 2013)". (1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filing of the draft offer document with the stock exchange(s) till the issue closure date, shall not make any reference to the issue of securitised debt instruments or be used for solicitation for securitised debt instruments. (7) The credit rating shall be prominently displayed in the advertisement."; (23) in regulation 38E, in sub-regulation (1), after the words "and as specified in" and the before the words "of these regulations", the words "Schedule VA" shall be substituted with the words "Schedule VI"; (24) in regulation 43, in sub-regulation (1), in the explanation, after the words "have the meaning derived from", the words "section 226 of the Companies Act, 1956 (1 of 1956)." shall be substituted by the words "section 141 of the Companies Act, 2013 (18 of 2013)"; (25) in Schedule III, after clause 3 and before clause 4, the following shall be inserted as clause 3A, namely,- "3A. A special purpose distinct entity and its trustee shall ensure that good corporate policies and corporate governance is in place and shall develop internal code of conduct for governing its internal operations and laying down standards of appropriate conduct for its employees for carrying o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecial purpose distinct entity and its trustee shall share information available with it regarding special purpose distinct entity with registered credit rating agencies. 25. A special purpose distinct entity and its trustee shall provide the holders of securitised debt instrument with adequate and appropriate information about its business, including contact details, services available to holders, and the identity and status of employees and others acting on its behalf with whom the holder may have to contact. 26. A special purpose distinct entity and its trustee shall ensure that adequate disclosures are made to the holders of securitised debt instrument and security receipt, in a comprehensible and timely manner so as to enable them to make a balanced and informed decision. 27. A trustee shall endeavour to ensure that- (a) inquiries from holders of securitised debt instrument and security receipt are adequately dealt with; (b) grievances of holders of securitised debt instrument and security receipt are redressed in a timely and appropriate manner; and (c) where a complaint is not remedied promptly, the holders of securitised debt instrument and security receipt is ad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tect its operations, its clients, investor and other registered entities from financial loss arising from theft, fraud, and other dishonest acts, professional misconduct or omissions. 37. A special purpose distinct entity and its trustee shall be responsible for the acts or omissions of its employees and agents in respect to the conduct of its business. 38. A special purpose distinct entity and its trustee shall provide adequate freedom and powers to its compliance officer for the effective discharge of its duties. 39. A special purpose distinct entity and its trustee shall ensure that the senior management, particularly decision makers, have access to all relevant information about the business on a timely basis."; (28) in Schedule IV, the clause 16 shall be omitted; (29) in Schedule V, (a) in clause 4.3, after the words "minimum retention requirement", the words "if any" shall be omitted. (b) in clause 7.1, sub-clause (h) shall be omitted. (c) in clause 12, sub-clause (4), after the words "Disclosure about defaults" and before the words "if any", the words "in connection with servicing obligations undertaken in the past in preceding three years and the curren ..... 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