SEBI prescribes format of Due Diligence Certificate to be given by Debenture Trustees

SEBI prescribes format of Due Diligence Certificate to be given by the Debenture Trustees (DTs)

SEBI vide notification dated July 10, 2024, had amended the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (‘NCS Regulations’) inter-alia specifying the format of due diligence certificate to be submitted by the DTs in case of secured and unsecured debt securities.

However, the Master Circular for DTs specifies the format for due diligence certificate does not specify the same in case of unsecured debt securities.

Accordingly, SEBI has issued Circular SEBI/HO/DDHS/DDHS-PoD-3/P/CIR/2025/009 dated January 28, 2025 specifying the format of Due Diligence in case of unsecured debt securities.

Two formats of due diligence certificate have been prescribed. One for the time of filing the draft offer document with the stock exchanges, by the issuer obtained from the Debenture Trustee. Second, to be submitted at the time of filing of listing application by issuer to the Stock Exchange, obtained from the Debenture Trustee.

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