The Securities and Exchange Board of India (“SEBI”), in 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, vide Circular No. Page 1of 8CIRCULARSEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000073,[1] dated May 16, 2025 (“Circular”), revised and clarified several provisions relating to the Electronic Book Provider (“EBP”) platform under Chapter VI of SEBI Master Circular dated May 22, 2024 (“Master Circular”).
These changes follow the recommendations of a working group formed for the review of the EBP framework, as well as public consultations and internal evaluations. The amendments aim to increase the efficacy and utility of the EBP platform in the context of primary issuance of securities through private placement.
The Revised Provisions under Chapter VI of the Master Circular are as follows:
1. Applicability of EBP Platform: The use of the EBP platform shall now be mandatory for the following types of private placements:
- A single issue of debt securities, non-convertible redeemable preference shares (NCRPS), or municipal debt securities of INR 20 crores (Indian Rupees Twenty Crores Only) or more (including green shoe option).
- Shelf issues with cumulative tranches amounting to INR 20 crores (Indian Rupees Twenty Crores Only) or more in a financial year.
- Any subsequent issue by an issuer where total issuances in the financial year equal or exceed INR 20 crores (Indian Rupees Twenty Crores Only).
2. Optional Access to EBP Platform: Issuers may voluntarily use the EBP platform for:
- Private placement of securitised debt instruments, security receipts, commercial papers (CPs), or certificates of deposit (CDs).
- Issuance of units by REITs, Small and Medium REITs (SM REITs), and InvITs.
3. Issuer Flexibility for Smaller Issues: Issuers undertaking private placements below INR 20 crores (Indian Rupees Twenty Crores Only) may also choose to access the EBP platform.
4. Placement Memorandum and Term Sheet:
- To be submitted at least 2 (two) working days before the issue opening date.
- First-time issuers must submit these documents at least 3 (three) working days in advance.
- Disclosures must include the size of the issue and the green shoe option (which must not exceed five times the base issue size). Historical data on green shoe exercise must be disclosed in the offer document.
5. Anchor Investor Participation:
- The allocation to anchor investors is at the discretion of the issuer but cannot exceed the base issue size, as per the thresholds mentioned in the Circular.
- Details of anchor investors and allocation must be disclosed in the placement memorandum and term sheet.
- Anchor investors must confirm their participation electronically by T-1 day. Unconfirmed amounts shall revert to the base issue size.
6. Public Disclosure of Issue Details: EBPs must update issue details on their websites:
- By end of T-day for issues closing up to 1:00 p.m.
- By 1:00 p.m. on T+1 day for other issues.
7. Revised Provision under Chapter VII of SEBI Master Circular: Clause related to the ‘Category’ and ‘In-principle approval’ in Chapter VII has been substituted. The updated clause outlines timelines for all key steps involved, from submission of the application for in-principle approval to listing of the securities on stock exchanges. A detailed view of the same can be found in the Circular.
8. Effective Dates of Implementation
| Clause No. | Effective Date |
| Clauses 5.2, 8.1.2, 8.1.4, 8.1.5, and 12.2 of Chapter VI; Clause 3 of Chapter VII | 3 months from the date of the circular |
| Clauses 3 and 7.11.3 of Chapter VI | 6 months from the date of the circular |
All other provisions in Chapter VI and Chapter VII of the Master Circular remain unchanged.
[1] https://www.sebi.gov.in/legal/circulars/may-2025/extension-of-timeline-for-implementation-of-provisions-of-sebi-circular-dated-december-17-2024-on-measures-to-address-regulatory-arbitrage-with-respect-to-offshore-derivative-instruments-odis-and-f-_93980.html