Home/Services/Capital Raising/Securitised Debt Instruments (SDI) Advisory

CAPITAL RAISING • STRUCTURED ASSET-BACKED DEBT

Transforming Illiquid Receivables into Marketable Debt Securities

Strategic advisory for NBFCs, fintech lenders, and corporates monetizing assets via SEBI-regulated SDIs.

Book Mandate Consultation Check Diagnostic & Tools

NBFCs, Fintechs, Corporates

Target Issuers

Listed Tradable Pass-Through

Instrument Format

₹1 Lakh (SEBI 2024)

Minimum Ticket Size

SEBI (SDI) Regulations

Regulatory Standard

STRATEGIC OVERVIEW

Promoter-First Advocacy in Securitised Debt Instruments (SDI) Advisory

Securitised Debt Instruments (SDIs) represent one of the fastest-growing segments in India's structured finance landscape. Governed by the SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008, the SDI framework allows Originators (NBFCs, fintech lenders, and commercial enterprises) to package predictable cash flows into a Special Purpose Trust (SPT) and issue listed Pass-Through Certificates (PTCs) to institutional and retail investors. Eligible underlying cash flows include loan portfolios, vehicle lease rentals, vendor finance receivables, corporate invoice discounting pools, and commercial real estate rent receivables. In recent circulars, SEBI reduced the minimum ticket size for listed SDIs to ₹1 Lakh, unlocking massive liquidity. Glocal Consultants provides end-to-end SDI advisory from asset pool due diligence to credit enhancement and exchange listing.

DELIVERABLES & SCOPE

What Glocal Delivers on Your Mandate

Asset Pool Due Diligence & Selection

Screening loan portfolios and trade receivables against delinquency rates, geographic diversification, and historical default curves.

Special Purpose Trust (SPT) Setup

Establishing the bankruptcy-remote Special Purpose Trust with SEBI-registered trustees to achieve complete balance sheet derecognition.

Credit Enhancement & Tranche Structuring

Structuring Senior and Subordinated tranches, First Loss Default Guarantees (FLDG), and cash collateral to achieve AAA/AA credit ratings.

SEBI SDI Offer Document Preparation

Drafting the Information Memorandum in strict compliance with SEBI SDI disclosure guidelines and exchange listing standards.

Institutional Placement Syndication

Placing Pass-Through Certificates with mutual funds, NBFC treasury desks, corporate treasuries, and high-net-worth investors.

Exchange Listing & Continuous Disclosures

Listing the instruments on NSE/BSE debt segments and managing monthly pool performance reporting to unitholders.

REGULATORY BENCHMARKS

Statutory Eligibility & Criteria

Governed under SEBI (Issue and Listing of Securitised Debt Instruments) Regulations, 2008 & RBI Securitisation Norms:

Statutory Metric	Regulatory Requirement
Originator Profile	NBFCs, Banks, Fintech Lenders, Housing Finance Companies, or Commercial Corporations
Minimum Holding Period	Underlying loans must satisfy RBI's Minimum Holding Period (MHP) before securitization
Credit Rating	Mandatory credit rating of the Pass-Through Certificates from at least one recognized credit rating agency
Minimum Ticket Size	Minimum subscription ticket size of ₹1 Lakh per investor for listed SDIs
Bankruptcy Remoteness	True sale legal opinion confirming transfer of rights without recourse to Originator insolvency

EXECUTION WORKFLOW

5-Stage Milestone Roadmap

Asset Pool Screening

Analyzing loan/receivable pool, historical loss curves, and prepayment behavior.

Trust & Trustee Onboarding

Forming bankruptcy-remote Special Purpose Trust and appointing SEBI-registered Trustee.

Credit Rating & Enhancement

Obtaining rating from credit rating agency and structuring subordination or cash collateral.

Offer Document & Exchange Filing

Drafting Information Memorandum and submitting to stock exchanges for in-principle clearance.

Issuance & Demat Allotment

Private placement of PTCs, funds receipt by Originator, and listing on NSE/BSE debt segment.

VALUE REALIZATION

Strategic Advantages for Issuers

✓Accelerated Capital Recycling: Monetize Loan Portfolios and Re-Deploy Capital Immediately

✓Bankruptcy-Remote Structure: Pool is Completely Ring-Fenced from Originator Insolvency Risks

✓Achieve Significantly Lower Cost of Funds Through High Investment-Grade Credit Ratings

✓Off-Balance Sheet Treatment Under Ind AS Accounting Guidelines (Subject to True Sale Criteria)

✓Broader Investor Base with the New Low ₹1 Lakh Ticket Size Mandated by SEBI

✓Diversify Funding Away from Traditional Bank Term Loans and High-Cost Debentures

FREQUENTLY ASKED QUESTIONS

Mandate FAQs & Clarifications

A True Sale is a legal transfer where the underlying assets are irrevocably transferred from the Originator to the Special Purpose Trust. In the event of the Originator's liquidation or bankruptcy, creditors have no claim on the assets in the trust.

Strategic Promoter Access

Schedule a Consultation for Securitised Debt Instruments (SDI) Advisory

Schedule an exclusive, non-disclosure advisory session with our senior capital markets partners. We evaluate your listing feasibility, capital structure, and valuation multiples.

Confidential Advisory RequestAll discussions strictly covered under bilateral Non-Disclosure (NDA).

Partner Desk

Direct Partner Contacts

Direct Advisory Hotline

+91 96257 55789

Corporate Inquiries

info@glocalconsultants.com

Corporate Headquarters

Glocal Consultants Private Limited
C-1119, KLJ Noida One,
Sector 62, Noida - 201309

Hours: Mon – Fri: 9:30 AM – 6:30 PM IST
Advisory desks in Noida, Mumbai & Bangalore