SEBI Strengthens Debenture Trustee Rules; India Approves Major Acquisitions in Asset Management and Auto Sectors

Updated: November 25, 2025 19:27

Image Source: Business Standard

India’s SEBI regulator issued a key circular clarifying terms for debenture trustees’ activities outside SEBI’s purview, while the antitrust watchdog approved Toyota Asset Preparatory Co’s acquisition of Toyota Industries and allowed ICICI Prudential Asset Management to acquire select ICICI Venture businesses.

The Securities and Exchange Board of India (SEBI) released a crucial circular updating Chapter IV of the Master Circular for Debenture Trustees, aimed at providing clearer specifications for trustee activities beyond SEBI's jurisdiction. Effective August 13, 2025, the circular consolidates disclosure requirements, trust deed standards, investor protection protocols, and due diligence obligations, helping issuers and trustees adhere to streamlined compliance and enhance investor protection.

Concurrently, the Competition Commission of India (CCI) signaled robust regulatory oversight by approving two notable transactions. Toyota Asset Preparatory Co completed its acquisition of Toyota Industries Corporation, marking a strategic step in auto sector consolidation. This deal is expected to foster deeper integration and future collaborations between Toyota entities while maintaining market fairness.

CCI also sanctioned ICICI Prudential Asset Management ’s purchase of certain fund and advisory businesses from ICICI Venture Funds Management Co . The move enables ICICI Prudential Asset Management to expand its investment offerings, bringing private equity and real estate fund management under its platform, while ICICI Venture retains select advisory functions.

Key Highlights:

SEBI issued an updated master circular for debenture trustees, consolidating regulatory requirements, standards, and investor protection mechanisms.
Circular specifies permitted trustee activities outside SEBI’s purview and mandates tighter compliance.
CCI approved Toyota Asset Preparatory Co’s acquisition of Toyota Industries Corporation, boosting strategic integration in the auto sector.
CCI cleared ICICI Prudential Asset Management ’s acquisition of select ICICI Venture businesses to expand asset management offerings.

Sources: SEBI circulars, Indian Law Blog, Business Standard, Reuters, VCCircle.

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