## Report on SEBI Circular SEBIHODDHSPoD1PCIR20250000000073 Regarding Electronic Book Provider (EBP) Platform
**1. Executive Summary:**
This report analyzes SEBI Circular SEBIHODDHSPoD1PCIR20250000000073, dated May 16, 2025, which amends the existing Master Circular No. SEBI/HODDHSPoD1/PCIR/2024/54, dated May 22, 2024, concerning the Electronic Book Provider (EBP) platform. The core purpose of these amendments is to enhance the efficacy and utility of the EBP platform for the primary issuance of securities on a private placement basis. Key findings include modifications to the criteria for mandatory use of the EBP platform, changes to the timelines for in-principle approval and listing, adjustments to anchor investor allocations, and enhanced disclosure requirements for EBPs.
**2. Introduction:**
This report aims to provide a comprehensive overview and analysis of SEBI Circular SEBIHODDHSPoD1PCIR20250000000073, based solely on the information contained within the provided policy text. It will detail the changes introduced by this circular concerning the Electronic Book Provider (EBP) platform and their potential impact.
**3. Policy Overview:**
* This circular is an **Amendment** to the existing Master Circular No. SEBI/HODDHSPoD1/PCIR/2024/54, dated May 22, 2024.
* **Core Objective(s):** Based on the text, the primary objective of this amendment is to increase the efficacy and utility of the Electronic Book Provider (EBP) platform for the private placement of securities. This is achieved through modifications to existing provisions related to its usage, processes, and disclosures.
**4. Background and Rationale:**
The amendment stems from feedback received on the primary issuance of various securities on a private placement basis. SEBI established a working group to review these concerns. The changes introduced by this circular appear to address specific pain points and inefficiencies identified in the operation of the EBP platform under the original Master Circular, ultimately aiming to improve its effectiveness and adoption.
**5. Key Provisions / Changes:**
The circular introduces the following key changes to Chapter VI and Chapter VII of the Master Circular dated May 22, 2024:
* **EBP Platform Usage:**
* **Original Provision (Inferred):** The Master Circular likely mandated the use of EBP for private placements meeting certain thresholds.
* **New Provision:** The amendment specifies that private placements of debt securities and NCRPS as per the SEBI NCS Regulations, 2021 and municipal debt securities as per the SEBI Issue and Listing of Municipal Debt Securities Regulations, 2015 must use the EBP platform if:
* A single issue (including green shoe option) is Rs. 20 crore or more.
* A shelf issue cumulatively amounts to Rs. 20 crore or more in a financial year.
* Subsequent issues cause the aggregate of all previous issues by an issuer in a financial year to equal or exceed Rs. 20 crore.
* **Difference/Effect:** Clarifies the thresholds for mandatory EBP platform usage and includes shelf issues and subsequent issues towards the 20 crore threshold, potentially increasing EBP platform usage. The amendment also provides Issuers of securitised debt instruments or security receipts or CPs or CDs, REITs, SM REITs and InvITs the option of using the EBP platform for private placements of respective debt securities of units.
* **Placement Memorandum and Term Sheet:**
* **Original Provision (Inferred):** Issuers likely had to provide a Placement Memorandum and term sheet to the EBP before the issue opening date.
* **New Provision:** The issuer shall provide the Placement Memorandum and term sheet to the EBP at least two working days prior to the issue opening date. However, the issuer issuing the securities for the first time through EBP platform shall provide the above information at least three working days prior to the issue to the opening date. Furthermore the green shoe portion shall not exceed five times the base issue size and disclosure requirement on the issuer has been specified regarding the green shoe option exercised vis-a-vis the base issue size and green shoe portion as specified in issues undertaken in the previous financial year.
* **Difference/Effect:** Standardizes the timeline for providing the Placement Memorandum and term sheet based on prior experience in using the EBP platform.
* **Allotment at Cutoff Price:**
* **Original Provision (Inferred):** The previous process for allotment when multiple bids were at the cutoff price was potentially unclear.
* **New Provision:** If there are two or more bids at the cutoff coupon price spread, then allotment shall be done on a pro-rata basis, as illustrated in Annexure VIA.
* **Difference/Effect:** Introduces a clear and standardized pro-rata allotment methodology when multiple bids match the cutoff price, enhancing fairness and transparency.
* **Anchor Investor Allocation:**
* **Original Provision (Inferred):** The provisions likely existed for allocation to anchor investors, with certain limitations.
* **New Provision:** The quantum of allocations to the anchor investors shall be at the discretion of the issuer, subject to total allocation to the anchors not exceeding the base issue size, as per thresholds mentioned below:
* Instrument Rating AAA AAAAAA - Not exceeding 30
* AA - Not exceeding 40
* Others - Not exceeding 50
* **Difference/Effect:** Defines the maximum percentage of the base issue size that can be allocated to anchor investors, based on the instrument's credit rating. It also requires issuers to disclose details of anchor investors and their allocations to the EBP, along with the Placement Memorandum and term sheet. Anchor investors must also electronically confirm their participation on the EBP platform by T+1 day; unconfirmed amounts will be added back to the base issue size.
* **EBP Disclosure Requirements:**
* **Original Provision (Inferred):** EBPs likely had existing disclosure requirements.
* **New Provision:** EBPs shall ensure that the details are updated on its website by end of Tday for issues closing upto 1 p.m. on Tday and by 1 p.m. on T+1 day for the remaining issues, listing a comprehensive set of data points (Bidding date, Date of Issuance, Issuer Name, etc.)
* **Difference/Effect:** Increases transparency by mandating EBPs to disclose detailed information about each issuance on their websites by specific deadlines.
* **Timelines for Issuance and Listing:**
* **Original Provision (Inferred):** Timelines for in-principle approval and listing were likely defined in the original Master Circular.
* **New Provision:** The issuer must ensure the receipt of in-principle approval from the stock exchanges (EBP or Non-EBP) where it wishes to list its proposed debt issuance securities, prior to the date of providing the Placement Memorandum and term sheet to the EBPs, in terms of paragraph 5.2 of Chapter VI of this Master Circular.
* **Difference/Effect:** States that in-principle approval must be obtained *before* providing the Placement Memorandum and term sheet.
**6. Target Audience and Stakeholders:**
Based on the text, the directly affected parties include:
* Issuers of Non-Convertible Securities (NCS), Non-Convertible Redeemable Preference Shares (NCRPS), and Municipal Debt Securities.
* Issuers constituted as REITs, SM REITs and InvITs
* Registered Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs), Small Medium REITs (SM REITs).
* Recognized Stock Exchanges.
* Registered Depositories.
* Recognized Clearing Corporations.
* Registered Credit Rating Agencies.
* Debenture Trustees.
* Merchant Bankers.
* Registrars to an Issue and Share Transfer Agents.
* Bankers to an Issue.
* Stock Brokers.
* Depository Participants.
* Electronic Book Providers (EBPs).
* Anchor Investors.
**7. Implementation Aspects (Inferred):**
* **Responsible Agency/Bodies:** Securities and Exchange Board of India (SEBI) is the responsible regulatory body. EBPs, Stock Exchanges, and other intermediaries play a crucial role in implementation.
* **Timelines:**
* Clauses 5.2, 8.1.2, 8.1.4, 8.1.5 and 12.2 of Chapter VI and Clause 3 of Chapter VII are effective 3 months from the date of the circular (May 16, 2025).
* Clauses 3 and 7.11.3 of Chapter VI are effective 6 months from the date of the circular.
* Other provisions in Chapter VI and Chapter VII remain unchanged.
* Issuers must obtain in-principle approval *before* providing the Placement Memorandum and term sheet.
**8. Expected Outcomes / Impact of Changes:**
The intended outcomes of these amendments are likely to be:
* Increased efficiency and utility of the EBP platform, leading to broader adoption and usage.
* Greater transparency and standardization in the private placement process.
* Enhanced investor confidence due to improved disclosures and clearer allotment procedures.
* More efficient price discovery through the EBP platform.
* Improved regulatory oversight of private placements.
**9. Conclusion:**
SEBI Circular SEBIHODDHSPoD1PCIR20250000000073 introduces significant changes to the regulatory framework surrounding the Electronic Book Provider (EBP) platform. These amendments aim to address identified shortcomings, enhance efficiency, and improve transparency in the private placement of securities. The modifications to eligibility criteria, disclosure requirements, and allotment procedures are expected to have a positive impact on the overall functioning of the EBP platform and the broader securities market. The correct implementation of these changes will be crucial for ensuring a fair and efficient market for privately placed debt and other securities.
Key Entities Referenced
SEBI Issue and Listing of Municipal Debt Securities Regulations, 2015: Regulations governing the issuance and listing of municipal debt securities.
SEBI: Securities and Exchange Board of India, the regulatory body that issued the circular.
CIRCULAR SEBIHODDHSDDHSPoD1PCIR20250000000073: Unique identifier for the circular issued on May 16, 2025
May 16, 2025: Date of the circular issuance.
Issuers who have listed and or propose to list Nonconvertible Securities NCS, NCRPS, Municipalities having listed bonds; Registered Infrastructure Investment Trusts InvITs and Real Estate Investment Trusts REITs, Small Medium REITs SM REITs having listed units andor proposing to list its units; Recognised Stock Exchanges; Registered Depositories; Recognised Clearing Corporation; Registered Credit Rating Agencies, Debenture Trustees, Merchant Bankers, Registrars to an Issue and Share Transfer Agents and Bankers to an Issue, Stock Brokers, Depository Participants, and other relevant market participants: Addressees of the circular, encompassing a wide range of entities involved in the issuance, listing, and trading of securities.
Nonconvertible Securities (NCS): A type of debt instrument that cannot be converted into equity.
NCRPS: Likely refers to Non-Convertible Redeemable Preference Shares, a type of preference share that cannot be converted into equity and is redeemable on a specific date.
Municipalities: Entities that have listed bonds.
Infrastructure Investment Trusts (InvITs): Investment vehicles that pool money from investors to invest in infrastructure projects.
Real Estate Investment Trusts (REITs): Investment vehicles that own and typically operate income-producing real estate.
Small Medium REITs (SM REITs): REITs focused on small and medium-sized properties.
Electronic Book Provider (EBP): Platform used for the primary issuance of securities on a private placement basis.
Master circular no. SEBIHODDHSPoD1PCIR202454: Reference to a previous SEBI master circular dated May 22, 2024, which contains provisions related to the EBP platform.
May 22, 2024: Date of the SEBI Master Circular being referenced.
SEBI NCS Regulations, 2021: Regulations governing the issuance and listing of Non-Convertible Securities.
securitised debt instruments: Debt instruments that are created from the pooling of illiquid assets.
security receipts: Receipts issued against assets that have been securitized.
CPs: Commercial Papers - short-term unsecured promissory notes issued by corporations.
CDs: Certificates of Deposit - savings certificates entitling the bearer to receive interest.
Placement Memorandum: A document providing details about a private placement offering.
Annexure-VI A: Reference to an annexure providing an illustration of allotment procedures.
Securities and Exchange Board of India Act, 1992: The act that established SEBI and defines its powers and functions.
Regulation 55 1 of the SEBI Issue and Listing of Nonconvertible Securities Regulations, 2021: Legal regulation providing SEBI the power to protect investors.
Rohit Dubey: General Manager at SEBI, Department of Debt and Hybrid Securities.
CIRCULAR
SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000073 May 16, 2025
To,
Issuers who have listed and/ or propose to list Non-convertible Securities (NCS),
NCRPS, Municipalities having listed bonds;
Registered Infrastructure Investment Trusts (InvITs) and Real Estate Investment
Trusts (REITs), Small & Medium REITs (SM REITs) having listed units and/or
proposing to list its units;
Recognised Stock Exchanges;
Registered Depositories;
Recognised Clearing Corporation;
Registered Credit Rating Agencies, Debenture Trustees, Merchant Bankers,
Registrars to an Issue and Share Transfer Agents and Bankers to an Issue,
Stock Brokers, Depository Participants, and other relevant market participants
Madam/ Sir,
Subject: Review of provisions pertaining to Electronic Book Provider (EBP)
platform to increase its efficacy and utility
1. In order to increase the efficacy and utility of the EBP platform and have a review
of various feedback received on the primary issuance of various securities on a
private placement basis, SEBI had set up a working group. It may be mentioned
that the Master circular no. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22,
2024 in its Chapter VI – “Electronic Book Provider platform”, Chapter VII –
“Standardization of timelines for listing of securities issued on a private placement
basis” and Chapter XV – “Reporting of primary issuances” of (hereinafter referred
as “Master circular”) prescribes provisions related to the EBP platform.
Page 1 of 82. Based on the recommendations of the working group, due public consultations &
feedback received and internal deliberations and evaluation of the
recommendations and feedback, certain provisions of the Master circular no.
SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024, specifically in the
Chapter VI and Chapter VII, are hereby modified as stated in the following
paragraphs.
3. The following clauses shall replace and substitute the clauses under Chapter VI of
SEBI Master Circular dated May 22, 2024:
2. The following issues of securities shall be made through the EBP platform:
2.1. A private placement of debt securities and NCRPS as per the provisions
of SEBI NCS Regulations, 2021 and municipal debt securities as per
provisions of SEBI (Issue and Listing of Municipal Debt Securities)
Regulations, 2015, if it is:
i. a single issue, inclusive of green shoe option, if any, of Rs. 20 crore
or more;
ii. a shelf issue, consisting of multiple tranches, which cumulatively
amounts to Rs. 20 crore or more, in a financial year; and
iii. a subsequent issue, where aggregate of all previous issues by an
issuer in a financial year equals or exceeds Rs. 20 crore.
3. An issuer, if desirous, may choose to access EBP platform for private placement
of securitised debt instruments or security receipts or CPs or CDs, and issuers
constituted as REITs, SM REITs and InvITs may also access the EBP platform for
private placement of units of REITs, SM REITs and InvITs.
4. Issuers of debt securities, NCRPS and municipal debt securities on private
placement basis of issue size less than Rs. 20 crore may also choose to access
the EBP platform for such issuances.
5.2. The Issuer shall provide the Placement Memorandum and term sheet (i.e.
summary of important terms and conditions related to an issue) to the EBP at least
Page 2 of 8two working days prior to the issue opening date. However, the issuer issuing the
securities for the first time through EBP platform shall provide the above
information at least three working days prior to the issue to the opening date.
5.3. The Placement Memorandum and the term sheet, inter-alia, discloses the
following:
5.3.1. Details of size of the issue and green shoe portion, if any.
Provided that the green shoe portion shall not exceed five times the base
issue size.
Provided further, that issuer shall be required to disclose in the offer
document, issue-wise green shoe option exercised vis-a-vis the base
issue size and green shoe portion as specified in issues undertaken in
the previous financial year.
7.11.3. If there are two or more bids at cut-off coupon/ price/ spread, then allotment
shall be done on ‘pro-rata’ basis. The same is explained by way of an illustration in
Annexure-VI A.
8.1.2 The quantum of allocation(s) to the anchor investor(s) shall be at the
discretion of the issuer, subject to total allocation to the anchor(s) not exceeding
the base issue size, as per thresholds mentioned below:
Instrument Rating Anchor Portion (%) of base size
AAA/ AA+/AA/AA- Not exceeding 30%
A+/A- Not exceeding 40%
Others Not exceeding 50%
8.1.4. If the issuer opts for anchor portion, the same shall be suitably disclosed in
the placement memorandum and the term sheet along with the relevant quantum.
8.1.5. Issuer shall disclose details of the anchor investor(s) and the
corresponding quantum allocated, to the EBP, along with the Placement
Memorandum and the term sheet. Such anchor investors shall provide electronic
Page 3 of 8confirmation on the EBP platform of their participation by T-1 day. Amount not
confirmed by any such investor shall be added back to the base issue size.
12.2. EBPs shall ensure that following details regarding the issuance is updated
on its website by end of T-day for issues closing upto 1 p.m. on T-day and by 1
p.m. on T+1 day for the remaining issues.
Bidding date / Date of Issuance
Issuer Name
ISIN
Issue Description
Type of Issuance
(Type of Placement)
Allotment date
Face Value (in Rs. Lakhs)
Credit Rating
Type of Book Bidding
Price (in Rs.)
Spread (bps)
Yield (%)
Manner of allotment
Manner of settlement
Link of GID/PPM
Link of KID/Term sheet
Base Issue Size (in Rs. Crs)
Green Shoe Option (in Rs. Crs)
Amount raised (in Rs. Cr )
Maturity Date
Coupon (%)
Coupon Frequency
No. of successful bidders
(& Category of Investors)
Type of Bidding
Secured/Unsecured
Tenor
Maturity Type
Interest Payment Type
Anchor Amount
Number of Anchor Investors
Total QIB Bidding
Total QIB Amount Accepted
Total Non-QIB Bidding
Total Non QIB Amount Accepted
Cut off Yield/ Price
Weighted average cut off yield/ price
Page 4 of 84. The following clause shall replace and substitute the clause ‘Category’ ‘In-principle
approval’ in Chapter VII of SEBI Master Circular dated May 22, 2024 as under:
3. The timelines for each of the steps involved, from submission of the application
for in-principle approval to the listing of the security on the stock exchange(s),
are given below:
Table 1: Timelines for issuance and listing of securities on private placement
basis
Category Timeline Nature of activity
(working day) EBP Non-EBP
In-principle Prior to T-2/ T- Issuer shall ensure Issuer shall ensure
approval 3 (EBP); Prior receipt of in-principle receipt of in-principle
to T (Non- approval from the stock approval from the
EBP) exchange(s) where it stock exchange(s)
wishes to list its where it wishes to
proposed debt list its proposed debt
issuance/ securities, issuance/ securities,
prior to the date of prior to issue open
providing the Placement date.
Memorandum and term
sheet to the EBP(s), in
terms of paragraph 5.2
of Chapter VI of this
Master Circular.
5. The provisions of this circular shall be made applicable from the date of this circular
except for below mentioned clauses which shall be made applicable as per
timelines mentioned below.
Clause No. Effective date
Clauses 5.2, 8.1.2, 8.1.4, 8.1.5 and 3 months from the date of this circular
12.2 of Chapter VI of the Master
circular and Clause 3 of Chapter VII of
the Master circular
Clauses 3 and 7.11.3 of Chapter VI of 6 months from the date of this circular
the Master circular
Other provisions in Chapter VI and Chapter VII of the Master circular dated May
22, 2024 shall remain unchanged.
Page 5 of 86. The Circular is issued in exercise of the powers conferred under Section 11(1) of
the Securities and Exchange Board of India Act, 1992 read with Regulation 55 (1)
of the SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021 to
protect the interest of investors in securities and to promote the development of,
and to regulate the securities market.
7. This Circular is available at www.sebi.gov.in under the link “Legal Circulars”.
Yours faithfully,
Rohit Dubey
General Manager
Department of Debt and Hybrid Securities
+91-022 2644 9510
rohitd@sebi.gov.in
Page 6 of 8Annexure-A
Illustration - EBP – Allotment Basis
Issue Parameters:
Base Issue Size: Rs 1000 Cr
Issuance Category: Coupon specified by Issuer
Bidding Window: 10:00 AM to 11:00 AM
Bidding Parameters: Amount (Rs Cr) and Price
Bid Book
Bidder Bid Amount (Rs Bid Price Timestamp
Cr)
Bidder A 300 100 10:02:10
Bidder B 100 100.05 10:11:15
Bidder C 150 100.05 10:12:10
Bidder D 400 100.04 10:15:00
Bidder E 500 99.99 10:32:10
Bidder C 150 100.03 10:12:10
Bidder F 300 100 10:45:00
Bidder G 200 99.98 10:51:10
Bidder B 100 100.04 10:55:12
Depth
Bidder Bid Amount (Rs Bid Price Cumulative
Cr) Amount (Rs Cr)
Bidder B 100 100.05 100
Bidder C 150 100.05 250
Bidder D 400 100.04 350
Bidder B 100 100.04 750
Bidder C 150 100.03 900
Bidder A 300 100 1200
Bidder F 300 100 1500
Bidder E 500 99.99 2000
Bidder G 200 99.98 2200
Page 7 of 8Cut-off price - 100
Uniform Yield Allotment – Proportionate allotment at Cut-off in Uniform Yield
Allotment
Allotment
Bidder Bid Bid Price Timestamp Allocation Allotment
Amount Amount price
(Rs Cr) (Rs Cr)
Bidder B 100 100.05 10:11:15 100 100
Bidder C 150 100.05 10:12:10 150 100
Bidder D 400 100.04 10:15:00 400 100
Bidder B 100 100.04 10:55:12 100 100
Bidder C 150 100.03 10:12:10 150 100
Bidder A 300 100 10:02:10 50 100
Bidder F 300 100 10:45:00 50 100
Bidder E 500 99.99 10:32:10 -
Bidder G 200 99.98 10:51:10 -
Multiple Yield Allotment – Proportionate allotment at Cut-off in Multiple Yield
Allotment
Bidder Bid Bid Price Timestamp Allocation Allotment
Amount Amount price
(Rs Cr) (Rs Cr)
Bidder B 100 100.05 10:11:15 100 100.05
Bidder C 150 100.05 10:12:10 150 100.05
Bidder D 400 100.04 10:15:00 400 100.04
Bidder B 100 100.04 10:55:12 100 100.04
Bidder C 150 100.03 10:12:10 150 100.03
Bidder A 300 100 10:02:10 50 100
Bidder F 300 100 10:45:00 50 100
Bidder E 500 99.99 10:32:10 -
Bidder G 200 99.98 10:51:10 -
Page 8 of 8