Full Text
REGD. No. D. L.-33004/99
The Gazette of India
CG-MH-E-03092025-265904
EXTRAORDINARY
PART III-Section 4
PUBLISHED BY AUTHORITY
No. 600]
NEW DELHI, TUESDAY, SEPTEMBER 2, 2025/BHADRA 11, 1947
4
THE GAZETTE OF INDIA: EXTRAORDINARY
[PART III-SEC.4]
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 1st September, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA
(DELISTING OF EQUITY SHARES) (AMENDMENT) REGULATIONS, 2025
No. SEBI/LAD-NRO/GN/2025/257 — In exercise of the powers conferred by section 31 read with
section 21A of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and section 30, sub-section (1)
of section 11 and sub-section (2) of section 11A of the Securities and Exchange Board of India Act, 1992 (15
of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange
Board of India (Delisting of Equity Shares) Regulations, 2021, namely:
1.
2.
3.
These regulations may be called the Securities and Exchange Board of India (Delisting of Equity Shares)
(Amendment) Regulations, 2025.
They shall come into force on the date of their publication in the Official Gazette:
Provided that the provisions of these regulations shall be applicable to the delisting offers where
initial public announcement for the delisting has not been made.
In the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, in
Chapter VI, after Part E, the following Part shall be inserted, namely,-
"Part-F
SPECIAL PROVISIONS FOR DELISTING OF PUBLIC SECTOR UNDERTAKING
Delisting of Equity Shares of Public Sector Undertakings
38B. (1) The provisions of these regulations, shall mutatis mutandis apply to delisting of equity
shares of public sector undertakings, other than Banks, Non-Banking Financial Companies and
Insurance Companies, subject to the provisions of sub-regulations (2) and (3).
(2) The equity shares of public sector undertaking referred to in sub-regulation (1) may be
delisted from all the recognised stock exchanges where they are listed, subject to the following:
(a) the aggregate shareholding of the acquirer along with other public sector undertaking(s)
equal or exceed ninety per cent of the total issued shares of that class;
(b) the delisting is approved by the shareholders of the public sector undertaking referred to in
sub-regulation (1), by way of a special resolution passed through postal ballot or e-voting, and
the explanatory statement to the notice of such resolution contains all material facts in relation
to such delisting;
(c) the delisting is undertaken through the fixed price process;
(d) the floor price of the equity shares proposed to be delisted shall not be less than the highest
of the following:
(i) volume weighted average price paid or payable for acquisitions by the acquirer along
with persons acting in concert, during the 52 weeks immediately preceding the reference
date;
(ii) the highest price paid or payable for any acquisition by the acquirer along with persons
acting in concert during the 26 weeks immediately preceding the reference date;
(iii) the price determined under a joint valuation report obtained from two independent
registered valuers, taking into account valuation parameters such as book value, adjusted
book value, comparable trading multiples, income approach and any other customary
valuation metrics as applicable for valuation of shares of companies in the same
industry; and
(e) the delisting price shall be at least fifteen percent higher than the price determined under
sub-clause (d).
(3) Where a public sector undertaking whose shares have been delisted in accordance with the
provisions of this Part undertakes voluntary strike-off under the applicable laws, and if such
strike-off is effected after one year from the date of delisting but not later than thirty days from
the expiry of such one-year period, then such strike-off shall be subject to fulfilment of the
following conditions-
(a) the amount which is due to the remaining public shareholders who have not tendered their
shares in the delisting process shall be transferred to specified account of the designated
stock exchange, which shall hold such amount for a period of seven years during which
period the investors may claim the amount payable to them from the designated Stock
Exchange;
(b) after completion of the period specified under clause (a), such amount shall be transferred
as per applicable laws to the Investor Education and Protection Fund established under the
Companies Act, 2013;
(c) if, for any reason, the amount specified in clause (b) cannot be transferred to the Investor
Education and Protection Fund established under the Companies Act, 2013, such amount
shall be transferred to the Investor Protection and Education Fund of the Board; and
(d) after the transfer of amount to the Investor Education and Protection Fund or Investor
Protection and Education Fund, as the case may be, the investor may claim the payable
amount from the designated Stock Exchange, which in turn may claim reimbursement
from the aforesaid fund in accordance with the procedures as may be specified by the
Board from time to time."
AMIT PRADHAN, Executive Director
[ADVT.-III/4/Exty./333/2025-26]
Footnotes:
1. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 were
published in the Gazette of India on June 10, 2021 vide No. SEBI/LAD-NRO/GN/2021-25.
2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 were
subsequently amended on,
(1) 3rd August, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox)
(Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30.
(2) 25th September 2024 by the Securities and Exchange Board of India (Delisting of Equity Shares)
(Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/206.
(3) 28th November 2024 by the Securities and Exchange Board of India (Attestation of Documents)
(Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/212.
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Date: 2025.09.03 10:58:25 +05'30'