Securities and Exchange Board of India (SEBI) issued the Delisting of Equity Shares (Amendment) Regulations, 2025, to introduce specific rules for the delisting of public sector undertakings (PSUs), excluding banks, non-banking financial companies, and insurance companies. These new provisions apply to delisting offers that have not yet made their initial public announcement. The new regulations permit delisting from all stock exchanges if the combined shareholding of the acquirer and other PSUs reaches or exceeds 90%. This process requires approval via a special resolution from shareholders and must be conducted using a fixed-price method. The floor price for the delisting must be at least the higher of the volume-weighted average price over the preceding 52 weeks or the highest price paid in the last 26 weeks, or a price determined by a joint valuation report from two independent registered valuers. The final delisting price must be at least 15% higher than this calculated floor price. The amendment also outlines procedures for a voluntary strike-off of a delisted PSU, specifying how funds for remaining public shareholders will be managed and transferred to designated accounts for a period of seven years before being moved to the Investor Education and Protection Fund.
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. These regulations may be called the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2025.
2. 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.
3. 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, –
a. 3rd August, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30.
b. 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.
c. 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.
