Description

SEBI prescribes modifications to the Electronic Book Provider platform operating guidelines, with changes effective from November 17, 2025.

Summary

NSE has issued revised operating guidelines for the NSE Electronic Bidding Platform (NSE-EBP) following SEBI modifications to the Master Circular provisions relating to the Electronic Book Provider platform. The changes, prescribed in SEBI Circular No. SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000073 dated May 16, 2025, aim to increase the efficacy and utility of the EBP platform. The modifications to Clauses 3 and 7.11.3 of Chapter VI of the Master Circular will be effective from November 17, 2025.

Key Points

  • SEBI has modified the Master Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 pertaining to EBP platform provisions
  • Changes affect Chapter VI (Electronic Book Provider platform) and Chapter VII (Standardization of timelines for listing of securities issued on private placement basis)
  • NSE has published revised operating guidelines for the NSE-EBP platform as Annexure-I
  • Platform applicable to Issuers, Arrangers, Qualified Institutional Buyers (QIBs), non-QIBs, and Custodians
  • Registration available at https://www.nse-ebp.com/ebp/rest/login
  • EBP platform mandatory for private placements of debt securities, NCRPS, and municipal debt securities of Rs. 20 crore or more
  • Applies to single issues (inclusive of green shoe option) or shelf issues with multiple tranches cumulatively amounting to Rs. 20 crore or more

Regulatory Changes

  • Modifications to Clauses 3 and 7.11.3 of Chapter VI of SEBI Master Circular
  • Updates align with SEBI’s consolidated circular covering non-convertible securities, securitized debt instruments, security receipts, municipal debt securities, and commercial paper
  • Operating guidelines revised to incorporate SEBI circular dated May 16, 2025
  • Issuers must furnish undertakings and documents as specified by the Exchange to access NSE-EBP platform

Compliance Requirements

  • All participants (Issuers, Arrangers, QIBs, non-QIBs, Custodians) must enroll on NSE-EBP platform
  • Participants must enter into agreement with or provide undertaking to the EBP
  • Issuers must furnish required undertakings and documents to Exchange
  • Compliance with provisions of SEBI NCS Regulations, 2021 for debt securities and NCRPS
  • Compliance with SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015 for municipal debt
  • All participants must adhere to revised operating guidelines

Important Dates

  • Circular Date: November 14, 2025
  • Effective Date: November 17, 2025 - Modifications to Clauses 3 and 7.11.3 of Chapter VI come into effect
  • SEBI Master Circular Reference: May 22, 2024 (SEBI/HO/DDHS/PoD1/P/CIR/2024/54)
  • SEBI Amendment Circular: May 16, 2025 (SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000073)

Impact Assessment

Operational Impact: Medium - All participants using NSE-EBP platform must familiarize themselves with revised operating guidelines and ensure compliance with updated provisions by November 17, 2025.

Market Segment: Debt segment participants including issuers of debt securities, NCRPS, and municipal debt securities with issue sizes of Rs. 20 crore or more.

Stakeholders Affected:

  • Issuers of eligible debt securities
  • Arrangers for private placements
  • Qualified Institutional Buyers (QIBs)
  • Non-Qualified Institutional Buyers (non-QIBs)
  • Custodians

Benefits: Enhanced efficacy and utility of the EBP platform for private placement of debt securities, potentially improving transparency and efficiency in the debt issuance process.

Impact Justification

Updates to EBP platform guidelines affect issuers, arrangers, QIBs, non-QIBs and custodians participating in debt securities private placements of Rs. 20 crore or more, with moderate operational impact