SEBI grants conditional exemption to certain listed entities from mandatory appointment of a merchant banker for private placement of debt securities.
Exemption for Listed Issuers in Private Debt Placements
SEBI has issued a conditional exemption from the mandatory appointment of a merchant banker for private placement of debt securities by certain listed issuers. The relief applies to entities meeting specified criteria, including high credit ratings, clean compliance history, and public disclosure of placement terms.
The exemption aims to reduce compliance costs and expedites fundraising for creditworthy companies. Conditions include filing disclosures on exchanges, maintaining investor suitability records, and ensuring adherence to private placement norms under the SEBI (Issue and Listing of Debt Securities) Regulations. The move is aligned with SEBI’s principle-based regulation approach for mature market participants.
Corporate legal departments and in-house counsels should assess eligibility for the exemption. Where applicable, internal controls must be robust to manage disclosures and investor onboarding without oversight of a merchant banker. This development may increase self-managed private placements among blue-chip issuers.

