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.
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2. 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
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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.
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
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confirmation 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
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4. 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.
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6. 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
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Annexure-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
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Cut-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 -
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