Notification/Circular No.: SEBI/LAD-NRO/GN/2025/257 dated September 01, 2025
Applicable Act/Rule: Securities and Exchange Board of India Act, 1992; Securities Contracts (Regulation) Act, 1956
SEBI has introduced amendments to the Delisting of Equity Shares Regulations, 2021 to include specific provisions for delisting equity shares of Public Sector Undertakings (PSUs), excluding banks, NBFCs, and insurance companies. These provisions apply when the acquirer, along with other PSUs, holds at least 90% of the total shares of the concerned class. Delisting must be approved by shareholders via special resolution passed through postal ballot or e-voting with full disclosure in the explanatory statement.
Delisting is permitted through a fixed price process where the floor price is determined based on acquisition prices in the previous 52 and 26 weeks or via a joint valuation report. The final delisting price must be at least 15% higher than the floor price. Additionally, provisions have been included for handling residual shareholders if the PSU undertakes voluntary strike-off after one year but within 30 days of completing that period. Remaining funds are to be held by the designated stock exchange for seven years before being transferred to the Investor Education and Protection Fund, ensuring safeguards for investors. Procedures for reimbursement by SEBI’s Investor Protection Fund have also been laid out.
These amendments are aimed at improving transparency, protecting minority shareholders, and ensuring structured processes for PSU delisting while aligning with governance and investor protection norms.
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