SEBI Mandates Electronic Book Building (EBP) for Private Debt Issues Exceeding Rs 20 Crore.
Banking & Finance
In May 2025, the Securities and Exchange Board of India (SEBI), based in Mumbai, Maharashtra, mandated the use of the Electronic Book Platform (EBP) for all private placement debt issues of Rs 20 crore or more, aiming to improve transparency and streamline fundraising in the private debt market.
- These changes to the EBP process were introduced by amending Chapter VI and VII of the Master Circular dated May 22, 2024, following recommendations from a working group and public feedback.
- SEBI issued the new directions through a circular under the SEBI Act, 1992, and related regulations, focusing on enhancing transparency, investor protection, and market efficiency.
- The revised EBP rules came into effect immediately, except for specific provisions regarding anchor investors, disclosures, and reporting, which will be enforced 3 to 6 months after the circular’s date. Previously, the electronic book mechanism was mandatory only for private debt issues of Rs 50 crore and above.
Main Point :- (i) The requirement to use the Electronic Book Platform (EBP) has been expanded to include private placements of debt securities, non-convertible redeemable preference shares (NCRPS), and municipal bonds. This applies to single, shelf, and follow-on issues within a financial year. Additionally, SEBI has extended EBP applicability to Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs), which were not previously covered.
(ii) Issuers have the option to voluntarily use the EBP platform for private placements of securitized debt instruments, security receipts, commercial papers (CPs), and certificates of deposits (CDs). Similarly, REITs and InvITs can choose whether to access the EBP platform for private placements of their units, providing greater flexibility to issuers.
(iii) The new framework allows issuers to reserve a portion of the issue based on credit ratings: up to 30% for instruments rated AAA to AA-, 40% for those rated A+/A-, and 50% for lower-rated instruments. Furthermore, anchor investors must now electronically confirm their participation one day before the issue. Any unconfirmed portion will be reallocated to the general issue pool, ensuring more transparency and commitment in the subscription process.
About SEBI
Chairperson: Tuhin Kanta Pandey
Headquarter : Mumbai
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