SEBI Consultation Paper on Revision of Advertisement Code for Online Bond Platform Providers (OBPPs) 2026

Why Is SEBI Revising the OBPP Advertisement Code?

The online bond platform ecosystem has changed materially since the original regulatory framework was introduced. SEBI notes that investor participation has grown, while OBPP advertising has increasingly moved into digital and electronic channels such as social media, online advertisements and influencer-based promotional content. The regulator therefore proposes a review to keep communications fair, balanced and conducive to informed investment decisions.

The existing OBPP framework originated with SEBI’s notification dated November 9, 2022, which introduced Regulation 51A in the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. SEBI subsequently issued Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/154 dated November 14, 2022 prescribing the operational and regulatory framework for OBPPs. The framework was later consolidated into Chapter XXI of the NCS Master Circular dated October 15, 2025, with the Advertisement Code contained in Annexure XXI-C.

The review is also driven by practical concerns. SEBI has received representations seeking clarity on terminology used in debt-security advertising, while complaints about certain advertisements have highlighted the need for greater regulatory clarity and standardisation.

What Information Does SEBI Want Investors to See?

SEBI proposes more standardised minimum disclosures in advertisements for debt securities available on OBPP platforms. The consultation paper identifies issuer information, tenor, credit rating, nature of security, Clean Price, Dirty Price, Yield to Maturity (YTM) and the Credit Risk-o-meter as particularly relevant information for understanding the characteristics of an advertised security.

How Is the Existing Advertisement Code Changing?

The existing code already requires OBPP advertisements to be accurate, true, fair, clear, complete, unambiguous and concise. It prohibits false, misleading, biased or deceptive statements, assumptions or projections, testimonials and rankings based on any criteria. It also prohibits advertisements designed to disguise the significance of a statement or induce or mislead investors.

The current framework also prohibits exaggerated or unwarranted slogans, use of celebrities, exploitation of investor inexperience, complicated language, unfair comparisons and other potentially misleading presentation techniques. It requires a standard debt-investment warning, including regional-language and audio-visual requirements.

How Does the Common Advertisement Code Fit In?

SEBI is separately developing a Common Advertisement Code for specified SEBI-regulated entities through the Market Intermediaries Regulation and Supervision Department (MIRSD). That code is intended to establish overarching principles and general advertising requirements that apply uniformly across specified regulated entities.

The revision proposal was placed before the Corporate Bonds and Securitisation Advisory Committee (CoBoSAC). Based on CoBoSAC recommendations and subsequent internal deliberations, SEBI has placed the proposal before the public for comments.

What Is the Proposed New Standard Warning?

The proposed revised code introduces a new standard warning that must appear in a legible font of at least 10-point size. The warning states that fixed returns are not guaranteed returns, that investments in debt securities are subject to market, credit and default risks, and that investors should read all offer-related documents carefully.

What Must Be Disclosed When an OBPP Advertises a Security?

Where an OBPP advertisement provides information about a security available on its platform, the proposed code requires a defined set of disclosures. These requirements move beyond a generic promotion and towards a standardised snapshot of the security being advertised.

1. Name of issuer
2. Tenor
3. Credit rating details, including credit rating, date of credit rating, change in credit rating and change in credit rating agency, through a hyperlink to the rating rationale or press release, along with the Credit Risk-o-meter
4. Nature of security — whether secured or unsecured
5. Clean Price and Dirty Price
6. Yield to Maturity (YTM)

Why Are These Disclosures Important?

SEBI’s stated objective is to help investors understand the characteristics of the advertised security so that advertising supports informed investment decisions. The proposed disclosure set gives an investor information on the issuer, maturity horizon, credit assessment, security structure, pricing and yield rather than presenting the investment primarily through a promotional headline.

Can OBPPs Advertise “Fixed Returns”?

Yes. The proposed code expressly permits OBPPs to use the term “fixed returns” because debt securities are classified as fixed income securities. The important distinction is that the term cannot be used in a manner that communicates an assured or guaranteed outcome.

Where an advertisement mentions a range of fixed returns, an asterisk-marked disclaimer would have to accompany the range. The proposed disclaimer would state that the inventory of debt securities on the platform on the advertisement date offers yields within the stated range and that the terms used describe the general nature of debt securities as an asset class.

Can Terms Like “Passive Income” and “Returns Are Predictable” Be Used?

SEBI does not propose an outright prohibition on all such language. Instead, the proposed code permits phrases such as “Returns are predictable”, “Passive Income” and “market volatility” where they describe aspects of debt securities, provided they are used in a generic, non-promissory manner.

Such expressions must be accompanied by adequate risk disclosures, the appropriate disclaimer, the method of calculation and must not imply assured or guaranteed returns.

What Changes for Principal Protected Market Linked Debentures?

The proposed code gives specific treatment to Principal Protected Market Linked Debentures (MLDs). Their advertisements would need adequate risk disclosures concerning the underlying, and they could not be advertised as providing assured or guaranteed returns.

The advertisement would also need to include a link to the offer document issued by the issuer, enabling investors to understand the benchmark against which returns are aligned.

How Prominent Must Disclaimers Be?

All disclaimers in the advertisement would have to be displayed in a font size and style that is reasonably prominent and proportionate to the other contents of the advertisement. The proposal therefore addresses not only whether a disclaimer exists, but also how it is visually presented.

What Promotional Claims Would Be Prohibited?

The proposed code specifically targets vague, unsupported promotional descriptions. Adjectives such as “high yield”, “high rated” and “high returns”, together with synonyms that are vague and general without a basis, would have to be avoided.

Can an OBPP Advertise Its Own Holdings in a Bond?

The proposed code says that an advertisement must not contain any representation concerning the holdings of the OBPP in any debt security or ISIN. This is a specific advertising restriction that prevents a platform’s own inventory position from becoming a promotional claim.

However, where an OBPP chooses to disclose its holdings to clients on its platform, that disclosure would not form part of an advertisement. Instead, it may be made only on the platform using the proposed prescribed holding-report format.

What Would the Holding Report Contain?

The proposed holding-report format states that specified holdings figures are subject to change. Additional information such as face value, coupon, tenure and date of maturity may be accessed through the Corporate Bond Database identified in the consultation paper.

What Is the Proposed Legal Mechanism?

The proposal is designed to substitute the existing Advertisement Code applicable to OBPPs under Annexure XXI-C of Chapter XXI of the NCS Master Circular with the revised Advertisement Code contained in Annexure-XXIC of the draft circular enclosed with the consultation paper.

The draft circular further states that the revised Advertisement Code would apply to all advertisements issued by OBPPs in addition to the Common Advertisement Code specified by SEBI. All other provisions of the NCS Master Circular would remain unchanged.

The draft circular says the proposed circular would come into force with immediate effect and directs stock exchanges to establish implementation systems, make necessary changes to relevant bye-laws, rules and regulations, and notify stock brokers while disseminating the provisions on their websites. However, this text appears inside a draft circular attached to the consultation paper; the consultation paper itself is not a final operative circular.

What Is the Proposed Revised Advertisement Code?

The attached Annexure-XXIC contains the detailed OBPP-specific requirements that would operate in addition to the Common Advertisement Code. The document divides the proposed rules into information and disclosure requirements and prohibitions.

1. Information, Disclosures and Compliance Requirements

The first part establishes the standard warning, security-information requirements, rules for using “fixed returns” and related expressions, MLD advertising safeguards and minimum prominence for disclaimers.

2. Prohibitions in Advertisements

The second part prohibits vague and unsupported promotional descriptions and prevents advertisements from making representations about the OBPP’s holdings in debt securities or ISINs. Holding information, where disclosed to clients, must be separated from advertising and presented through the specified platform format.

How Does the Proposal Fit Into the Existing OBPP Framework?

The proposal does not replace the entire OBPP regulatory architecture. The consultation paper specifically states that the revision is limited to the Advertisement Code, while the draft circular says that all other provisions of the NCS Master Circular would remain unchanged.

How to Respond to the Consultation

The consultation section contains one substantive question asking whether the proposed revised Advertisement Code applicable to OBPPs is adequate and appropriate, together with any comments, views or suggestions and supporting rationale.

SEBI’s Submission Process

1. Read the instructions at the top-left of the public-comment web form.
2. Select the relevant consultation paper from the “Consultation Paper” dropdown after entering the required information.
3. Complete all mandatory fields.
4. If your organisation type is not listed in the dropdown, select “Others” and specify the appropriate type. If you do not represent any organisation, select “Others” and enter “Not Applicable” in the text box.
5. Do not use the same email ID and phone number more than once for comments on the particular consultation paper.
6. Select the proposal and record the required agreement level.
7. Where comments are to be provided, select “Yes” and enter the comments in the specified text boxes.
8. Submit the response and proceed through the proposals in the form.
9. A proposal can be skipped where the respondent does not wish to react to it.
10. Before final submission, the respondent can review the draft response and download a PDF copy.
11. Final comments should be submitted only after recording the response to all proposals in the consultation paper.

These instructions are reproduced in the consultation paper’s public-comment section.

Technical Assistance

For technical issues while submitting comments through the web-based form, SEBI provides the subject line “Revision of Advertisement Code for Online Bond Platform Providers (OBPPs)” and identifies Ms. Sarika Kataria, GM at [email protected] and Mr. Voora Sai Goutham, AM at [email protected] as contacts.

Frequently Asked Questions

CorpLawUpdates Analysis

The proposal goes beyond adding a new disclaimer. It sets specific requirements for product information, terminology, risk communication and the way disclosures are presented in digital advertising.

The treatment of “fixed returns” is especially notable. SEBI is not proposing to ban the phrase outright. Instead, it recognises that debt securities are fixed-income products while drawing a regulatory line between describing an asset class and implying a guaranteed outcome. For OBPPs, this means marketing teams may retain familiar language but will need much tighter controls around the surrounding context, risk disclosure and presentation of yield ranges.

The proposed disclosure list could also materially change the way a bond is promoted. Issuer, tenor, rating history, Credit Risk-o-meter, security status, Clean Price, Dirty Price and YTM collectively give investors a more complete snapshot. From a compliance perspective, this increases the importance of having a reliable process for synchronising advertisement content with the underlying security data and rating information referenced through hyperlinks.

Another important policy direction is the distinction between advertising and platform disclosure. SEBI does not completely prevent an OBPP from showing its own holdings to clients, but the proposed code prevents those holdings from becoming part of advertising. The separate holding-report format is intended to make such information transparent without turning an inventory position into a promotional claim.

The proposed MLD provisions similarly reflect a move towards product-specific risk communication. Even a principal-protected structure would have to be presented with the risk of underlying benchmark dependence made clear, together with the relevant offer document. This approach suggests that SEBI is focusing increasingly on whether advertising gives investors an accurate understanding of the mechanism producing returns, not merely whether a conventional disclaimer appears somewhere on the screen.

For OBPPs, the practical compliance challenge will likely be implementation consistency across digital channels. The consultation paper specifically recognises the increased role of social media, online advertising and influencer-based content. A final framework therefore has implications not just for website banners, but for every communication workflow in which a product description, yield claim, disclaimer or promotional phrase can appear.

For now, these remain proposals. The attached draft circular contains a placeholder circular number and signatory and also contains an unresolved placeholder for the public-comment date. Stakeholders should therefore treat the August 21, 2026 document as the consultation basis and monitor the final SEBI circular before applying the revised code as an operative requirement.

Source Note