Banking and Finance, May 2025

Sebi Issues Circular On Revised EBP Provisions

On 16 May 2025, SEBI issued the Circular on Review of provisions pertaining to Electronic Book Provider (EBP) platform to increase its efficacy and utility.

The Circular has introduced several amendments to Chapter VI and Chapter VII of the SEBI Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper dated 22 May 2024, which relate to the Electronic Book Provider (EBP) platform and listing of securities. The changes reflect some of the proposals outlined in the Consultation Paper on EBP (issued by SEBI in March earlier this year), with certain modifications.

The key changes made by the Circular and the dates on which they come into effect are set out in the table below:

Provision Existing Position Amended Position Effective Date of Amendment
Mandatory EBP Mandatory EBP for issues ≥ Rs. 50 cr. (debt securities, NCRPS)

Mandatory EBP for issues ≥ Rs. 20 cr. (debt securities, NCRPS, municipal debt securities)

 

Date of the Circular
Optional EBP Access for specific instruments/entities Optional EBP access for private placement of municipal debt securities, CPs and CDs

Optional EBP access for private placement of securitised debt instrumentssecurity receipts, CPs, CDs, and InvIT/REIT/SM REIT units

 

6 months from the date of the Circular
Upload of Placement Memorandum and Termsheet Timeline (For First-Time Issuers) To be provided to the EBP 5 working days prior to issue opening date To be provided to the EBP 3 working days prior to issue opening date 3 months from the date of the Circular
Basis of Allotment at Cut-off Pro-rata allotment if coupon/ price/ spread and time are same

Pro-rata allotment if coupon/ price /spread is the same at cut-off. Time factor removed as basis of allotment

 

6 months from the date of the Circular
Revised Anchor Portion Limits Max anchor portion 30% of base issue size. Increased max anchor portion based on credit rating (30% to 50% of base issue size). 3 months from the date of the Circular.
Confirmation from Anchor Investors No specified timeline for anchor confirmation Anchor investors must provide electronic confirmation on EBP by T-1 day. Any unconfirmed amounts are added back to the base issue size 3 months from the date of the Circular
Post-Bidding Disclosure Requirements and Timeline Ensure details are updated on the website; no specific timeline or format

Detailed list of information to be updated on the website by end of T-day or 1 p.m. on T+1 day, depending on closing time

 

3 months from the date of the Circular
Timeline for In-principle Approval Prior to T-2/ T-5 Prior to T-2/ T-3 3 months from the date of the Circular

Notably, the Circular does not make the following amendments which were proposed in the Consultation Paper:

  1. amendment to the existing settlement cycle (i.e. T+1 / T+2). The Consultation Paper had recommended a reduction to T+1;
  2. making EBP mandatory for private placement of units of InvITs and REITs above Rs. 1000 crore.  The Consultation Paper had recommended this however the Circular makes it optional; and
  3. amendment to green shoe option size. The limit remains 5 times base issue size; the Consultation Paper had recommended reduction to 3 times. 

Authors – Nidhi Rani – Partner and Priyanka Kumar – Partner

Disclaimer: This alert highlights key issues and is not intended to be comprehensive. The contents of this alert do not constitute any opinion or determination on, or certification in respect of, the application of Indian law by Talwar Thakore & Associates (“TT&A”). No part of this alert should be considered an advertisement or solicitation of TT&A’s professional services.

Priyanka Kumar

Partner, Mumbai

Nidhi Rani

Partner, Mumbai

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