SEBI SDI Norms 2026: Single-Asset Listings, New Disclosures

What SEBI proposed and why it matters

The Securities and Exchange Board of India (SEBI) has proposed a set of amendments to the norms governing securitised debt instruments (SDIs), focusing on aligning listing and disclosure requirements with the Reserve Bank of India’s securitisation framework. The consultation paper outlines changes intended to support development of the listed securitisation market while keeping investor protection central to the regime. A key theme is reducing friction for transactions originated by RBI-regulated entities, which are already under prudential supervision.

The proposals come after feedback pointed to differences between SEBI’s SDI regulations and the RBI’s 2021 directions on securitisation of standard assets (SSA Directions). These differences, SEBI noted, have limited the ability to list certain structures even when they are permitted under the RBI framework. SEBI has invited public comments on the latest set of proposals until May 25.

How listed securitisation is regulated in India

India’s securitisation ecosystem is governed through two pillars. The RBI framework primarily deals with how securitisation is originated and structured when done by RBI-regulated entities. SEBI’s SDI Regulations focus on issuance, listing, trading, and ongoing disclosure once the instrument enters the securities market.

This split can create overlap when the underlying securitisation is permitted by RBI rules but SEBI’s listing rules impose additional structural or governance conditions. SEBI’s stated aim is harmonisation with the RBI SSA Directions, particularly for transactions originated by RBI-regulated entities.

Single-asset securitisation: proposed exemption from the 25% cap

One of the most consequential proposals is to permit single-asset securitisation for RBI-regulated entities by exempting them from the requirement that no obligor should account for more than 25% of the asset pool. Under the current SEBI rule, exposure to a single obligor is capped at 25% to curb concentration risk.

SEBI acknowledged in its consultation paper that this rule has restricted listing of SDIs backed by single assets, even though such structures are permitted under the RBI framework. The regulator flagged this as a constraint on the development of listed securitisation, particularly for RBI-regulated originators.

Same-group originator and SPDE transactions: easing a structural restriction

SEBI has also proposed removing restrictions that currently prevent securitisation transactions between an originator and a special purpose distinct entity (SPDE) belonging to the same group, provided the originator is regulated by the RBI.

The rationale in the consultation paper is that the RBI framework does not contain such a prohibition, although it requires that the originator should not exercise control over the SPDE or trustee. The proposal therefore attempts to keep the “arm’s length” principle while removing an outright bar that may reduce feasible listed structures.

Trustee disruption: shift from unwinding to continuity

Another proposal addresses what happens when there is suspension or cancellation of a trustee’s registration. The current approach can require winding up a securitisation scheme in such circumstances.

SEBI has proposed replacing the winding-up requirement with appointment of a new trustee. SEBI cited inconsistency with RBI regulations, which do not permit unwinding of such transactions. The proposed change aims to reduce transaction disruption and avoid forcing liquidation of the asset pool due to a trustee-related issue.

Periodic disclosures: moving responsibility from originator to servicer

SEBI has suggested shifting responsibility for periodic disclosures on the underlying asset pool’s performance from the originator to the servicer. The servicer may or may not be the originator.

SEBI’s stated reasoning is operational: the servicer handles collection and monitoring of receivables, so shifting the disclosure duty could improve timeliness and accuracy of information flow to investors. This proposal also ties into broader concerns cited in the material about the need for more granular and standardised data on post-securitisation performance.

SPDE governance: limits on originator representation

On governance, SEBI has proposed changes to the composition of the board of trustees of SPDEs. Where the originator is an RBI-regulated entity, SEBI proposed limiting representation on the SPDE board to one member without veto powers.

The objective is to align with RBI norms and preserve arm’s length transactions, especially in situations where group relationships could otherwise raise questions about control or influence over the SPDE.

Investor access and compliance: ticket size and dematerialisation mentioned

The provided material also describes recent and proposed compliance features around SDIs, including a minimum ticket size and dematerialisation requirements. A minimum ticket size of INR 1,00,00,000 (INR 1 crore) is described as a key measure intended to keep participation limited to institutional and sophisticated investors for a complex instrument.

Separately, the material notes a mandate to issue SDIs only in dematerialised form, aimed at improving transparency and reducing operational risk associated with physical securities. It also references a proposal to limit private placement invitations for issuance of SDIs to 200 persons for both primary and secondary markets.

Key proposals at a glance

Market impact: what changes could alter in listed securitisation

If implemented, the proposals could broaden the set of structures eligible for listing, especially for RBI-regulated originators that currently face SEBI-specific constraints such as the 25% single-obligor cap. Allowing single-asset securitisation for these entities would directly address a category that SEBI itself said has been restricted under the current listing rules despite being permitted under RBI’s framework.

Moving periodic disclosures to the servicer is designed to improve the information investors receive about the pool, since the servicer is responsible for collections and monitoring. Continuity mechanisms like trustee replacement, instead of unwinding, are aimed at reducing the risk of disruption in listed instruments due to intermediary-level issues.

Why the consultation is significant

The broader significance of the proposals lies in the attempt to reconcile two regulatory frameworks that touch the same product in different ways: RBI supervision at origination and SEBI regulation at listing and trading. The consultation paper frames the changes as a response to an evolving landscape for listed securitisation and the need for investor protection.

SEBI has positioned harmonisation as a way to remove friction without diluting key safeguards, such as governance controls to maintain arm’s length structures. The public comment window until May 25 will be an important step in determining whether these proposals are implemented in their current form.

What happens next

SEBI has invited public comments on the proposals until May 25. Stakeholder feedback will inform how SEBI finalises any amendments to the SDI Regulations. Separately, the supplied material also mentions a consultation proposing half-yearly SDI disclosures to SEBI and stock exchanges within 21 days from the end of March or September, with public submissions referenced as due by 7 July 2025 online.