SEBI Revises EBP Platform Provisions to Enhance Efficacy and Market Utility [Read Circular]
SEBI streamlines and strengthens the Electronic Book Provider (EBP) framework to enhance transparency, efficiency, and investor confidence in private debt placements.
SEBI circular 2025 – Debt market SEBI – SEBI EBP update – Taxscan
SEBI circular 2025 – Debt market SEBI – SEBI EBP update – Taxscan
The Securities and Exchange Board of India (SEBI) issued a circular dated May 16, 2025, revising key provisions related to the Electronic Book Provider (EBP) platform. The move is part of SEBI’s broader initiative to improve transparency, standardization, and efficiency in the private placement of debt securities, non-convertible redeemable preference shares (NCRPS), and municipal bonds.
The changes reflect recommendations from a SEBI working group, along with public feedback, and are aimed at enhancing the platform’s practical utility for issuers and investors alike.
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Key Revisions to EBP Platform Regulations
1. Mandatory Use of EBP Platform for Certain Issues
Use of the EBP platform is now mandatory for:
- Single issue (including green shoe) of Rs. 20 crore or more
- Shelf issues with cumulative issuance of Rs. 20 crore or more in a financial year
- Any subsequent issue where cumulative prior issues equal or exceed Rs. 20 crore
Issuers of smaller-sized private placements (below Rs. 20 crore) and REITs/InvITs may optionally use the EBP platform.
2. Placement Memorandum Requirements
- Must be submitted to the EBP at least 2 working days before issue opening
- 3 working days in advance if it is the issuer’s first time using the EBP platform
- Must include:
- Size of issue and green shoe portion (max 5x base issue)
- Historical data on green shoe options exercised
- Term sheet with full issue terms
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3. Anchor Investor Guidelines
Anchor allocation is now formalized and limited by rating:
| Rating Category | Max Anchor Portion |
| AAA to AA- | 30% of base issue |
| A+/A- | 40% of base issue |
| Below A | 50% of base issue |
- Anchor investor names and amounts must be disclosed in the placement memo
- Anchors must confirm participation electronically on T-1 day
- Unconfirmed anchor amounts are added back to base issue
4. Allotment Mechanism
- If multiple bids are received at the same cut-off yield/price, allocation will be on a pro-rata basis
- Annexure VI-A provides illustrations for Uniform Yield Allotment and Multiple Yield Allotment
5. Public Disclosure by EBPs
EBPs must publish issue details on their websites:
- Same day for issues closing by 1:00 p.m.
- By 1:00 p.m. on T+1 for others
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Disclosures include:
- Issue details (size, tenor, ISIN, type)
- Price/yield/coupon
- Allocation method and investor categories
- Final amount raised, bidding pattern, anchor participation
6. Revised Timelines for In-Principle Approvals and Listing
| Activity | EBP-based Issues | Non-EBP Issues |
| In-principle approval | T-2 or T-3 | Before issue opening |
| Listing and other steps | As per new standardization timelines |
Issuers must ensure in-principle approval is obtained before submitting the Placement Memo to the EBP.
7. Effective Dates for Implementation
| Clause | Effective Date |
| Clauses 5.2, 8.1.2, 8.1.4, 8.1.5, 12.2 (Chapter VI) & Clause 3 (Chapter VII) | Effective after 3 months |
| Clauses 3 and 7.11.3 (Chapter VI) | Effective after 6 months |
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All other provisions take effect immediately from the date of the circular (May 16, 2025).
To Read the full text of the Circular CLICK HERE
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