THE GAZETTE OF INDIA

1 · [la) "fixed delisting price" means the fixed price offered by the acquirer for undertaking delisting of the equity shares of the company through fixed price process;]

2 · ["floor price" means the minimum price offered by the acquirer in terms of regulation 19A of these regulations, while making the proposal for voluntarily delisting of the equity shares of the company;]

1 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024. The provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 shall be applicable to such delisting offers whose initial public announcement is made on or after the date of coming into force of the said amendment regulations, i.e., 25.09.2024. An acquirer may make the delisting offer in terms of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 as they existed before the coming into force of Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 till the sixtieth day from 25.09.2024 .

2 · Substituted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024. Before the substitution, the clause read as under-

3 · [ra) "Investment Holding Company" means a company which holds investments in listed or unlisted companies or holding assets other than such investments;]

3 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024.

3 · (1) These regulations shall apply to delisting of equity shares of a company including equity shares having superior voting rights from all or any of the recognised stock exchanges where such shares are listed.

4 · (1) Neither any company shall apply for nor any recognised stock exchange shall permit delisting of equity shares of a company:-

6 · (1) Any company desirous of delisting its equity shares under the provisions of regulation 5 of these regulations shall -

7 · The equity shares of a company may be delisted from all the recognised stock exchanges having nationwide trading terminals on which they are listed, after an exit opportunity has been provided by the acquirer to all the public shareholders holding the equity shares sought to be delisted, in accordance with Chapter IV of these regulations and after following the procedure as mentioned in Part-B of this Chapter.

8 · (1) On the date when the acquirer(s) decides to voluntarily delist the equity shares of the company, it shall make an initial public announcement to all the stock exchanges on which the shares of the company are listed and the stock exchanges shall forthwith disseminate the same to the public.

9 · (1) Prior to making an initial public announcement, the acquirer shall appoint a merchant banker registered with the Board as the Manager to the offer.

10 · (1) The company shall obtain the approval of its Board of Directors in respect of the proposal of the acquirer to delist the equity shares of the company, not later than twenty one days from the date of the initial public announcement.

11 · (1) The company shall obtain the approval of the shareholders through a special resolution, not later than forty five days from the date of obtaining the approval of Board of Directors.

12 · (1) The company shall make an application to the relevant recognised stock exchange for in -principle approval of the proposed delisting of its equity shares in the Form specified by the recognised stock exchange from time to time, not later than fifteen working days from the

4 · [(1) The acquirer shall open an interest bearing escrow account with a Scheduled Commercial Bank, not later than seven working days from the date of obtaining the

4 · Substituted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024. Before the substitution, the sub-regulation read as under-

5 · [(3) Before making the detailed public announcement under regulation 15 of these regulations, the acquirer shall deposit in the escrow account, the remaining consideration amount being seventy-five percent of the total consideration amount calculated in terms of sub-regulation (1).]

5 · Substituted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024. Before the substitution, the sub-regulation read as under-

15 · (1) The acquirer shall, within one working day from the date of receipt of in-principle approval for delisting of equity shares from the recognised stock exchange, make a detailed public announcement in at least one English national newspaper with wide circulation, one Hindi national newspaper with wide circulation in their all India editions and one vernacular newspaper of the region where the relevant recognised stock exchange is located.

16 · (1) The acquirer shall dispatch the letter of offer to the public shareholders not later than two working days from the date of the detailed public announcement made under regulation 15 of these regulations .

6 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024.

7 · Substituted for the words "The bidding period shall start not later than" by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

8 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024.

9 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024 .

10 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024 .

11 · [(4) The acquirer through the Manager to the offer shall, within two working days from the closure of the bidding period or the tendering period, make a public announcement in the same newspapers in which the detailed public announcement under sub-regulation (1) of regulation 15 of these regulations was made, of the success or failure of the fixed price delisting process or the reverse book building process and also disclose the discovered price accepted by acquirer, in the event of success of the reverse book building process.]

18 · The equity shares shall be tendered/offered by the public shareholders, including by way of marking a lien through the stock exchange mechanism, in the manner specified by the Board.

19 · (1) 13 [The public] shareholders holding the equity shares of the company, which are sought to be delisted, shall be entitled to participate in the 14 [fixed price process or in the] reverse book building process in the manner specified in Schedule II of these regulations.

11 · Substituted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024. Before the substitution, the sub-regulation read as under-

12 · Substituted for the words "reverse book building process" by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

13 · Substituted for the word " Public" by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

14 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

15 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

16 · Substituted for the words "reverse book building" by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

17 · Substituted for the words "reverse book building" by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

18 · [Floor Price

19A · (1) The floor price of the equity shares proposed to be delisted through reverse book building process or through fixed price process, as the case may be, shall not be less than the highest of the following:

18 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024 .

20 · (1) After fixation of the floor price under 19 [in terms of regulation 19A of these regulations], the discovered price shall be determined through the reverse book building process in the manner specified in Schedule II of these regulations 20 [and shall be disclosed] in the detailed public announcement and the letter of offer 21 [by the Manager of the offer] .

19 · Substituted for the words and symbols " sub -regulation (2)" by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

20 · Substituted for the words and symbols " , and the Manager to the offer shall disclose the same" by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

21 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024 .

22 · Omitted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024. Before the omission, the sub -regulation read as under-

23 · Omitted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024. Before the omission, the sub -regulation read as under-

25 · [Fixed Delisting Price

20A · (1) In case the acquirer has proposed delisting through fixed price process; the acquirer shall provide a fixed delisting price which shall be at least 15 percent more than the floor price calculated in terms of regulation 19A.

21 · An offer made under Chapter III of these regulations or a counter offer made by the acquirer in terms of sub-regulation(4) of regulation 22 of these regulations, as the case may be, shall be deemed to be successful if, -

24 · Substituted for the words and symbols " sub -regulation (2)" by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

25 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024 .

26 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024 .

22 · (1) The acquirer shall be bound to accept the equity shares tendered or offered in the delisting offer, if the discovered price determined through the reverse book building process is equal to the floor price or the indicative price, if any, offered by the acquirer.

28 · [(4) In case of delisting through reverse book building process; a counter-offer may be made by the acquirer to the public shareholders, provided –

27 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024 .

28 · Substituted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024. Before the substitution, the sub-regulations (4) and (5) read as under-

23 · (1) The delisting offer shall be considered to have failed under the following circumstances: -

29 · Substituted for the words and symbol " tendered / offered" by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

30 · The words "Schedule II or Schedule IV of" omitted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

31 · The words "as the case may be" omitted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

32 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

33 · Substituted for the symbol " /" by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

34 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

25 · (1) Within five working days from the date of making the payment to the public shareholders in terms of regulation 24 of these regulations , the acquirer shall make the final application for delisting to the relevant recognised stock exchange(s) in the Form specified by such stock exchange(s) from time to time.

35 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

36 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024

26 · (1) The remaining public shareholders, whose shares were either not accepted or were not tendered at all during the bidding period, shall have a right to tender their equity shares for a minimum period of one year from the date of delisting.

27 · (1) The Manager to the offer, in coordination with the acquirer shall ensure that the rights of the remaining public shareholders are protected and in furtherance of the same shall:

28 · (1) Upon receipt of the detailed public announcement, the Board of Directors of the company shall constitute a Committee of independent directors to provide reasoned recommendations on the delisting offer.

29 · (1) Before making the detailed public announcement, the Manager to the offer for delisting of equity shares shall ensure that, —

30 · (1) Prior to making the initial public announcement of the offer for the delisting of equity shares under these regulations, the acquirer shall ensure that firm financial arrangements have been made for fulfilling the payment obligations under the delisting offer and that the acquirer is able to implement the delisting offer, subject to any statutory approvals for the delisting offer that may be necessary.

31 · After delisting of equity shares from all the recognized stock exchanges having nationwide trading terminals, the company shall be required to compulsorily cancel all the outstanding depository receipts issued overseas and change them into the underlying equity shares in the home jurisdiction after termination of the depository receipts program(s), within one year of such delisting.

32 · (1) A recognised stock exchange may, by a reasoned order, delist equity shares of a company on any ground prescribed in the rules made under the Securities Contracts (Regulation) Act, 1956 (42 of 1956):

33 · (1) Where the equity shares of a company are delisted by a recognised stock exchange under this Chapter, the recognised stock exchange shall appoint an independent valuer(s) who shall determine the fair value of the delisted equity shares.

34 · (1) Where a company has been compulsorily delisted under this Chapter, the company, its whole -time directors, person(s) responsible for ensuring compliance with the securities laws, its promoters and the companies which are promoted by any of them shall not directly or indirectly access the securities market or seek listing of any equity shares or act as an intermediary in the securities market for a period of ten years from the date of such delisting.

35 · (1) Equity shares of a company may be delisted from all the recognised stock exchanges where they are listed, without following the procedure in Chapter IV of these regulations, if,-

36 · (1) The provisions of these regulations, shall mutatis mutandis apply to delisting of equity shares of a company listed on innovators growth platform after making a public issue, subject to the provisions of sub-regulation (2).

37 · (1) Nothing contained in these regulations shall apply to the delisting of equity shares of a subsidiary company, pursuant to a scheme of arrangement by an order of a Court or Tribunal with its listed holding company, whose equity shares are frequently traded, and where the listed holding company and the subsidiary company are in the same line of business.

37 · [Explanation —The reference date for computing the volume weighted average price would be the date on which the prior intimation is required to be given to the stock exchanges under regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.]

38 · (1) In case of winding up proceedings of a company whose equity shares are listed on a recognised stock exchange, the rights, if any, of the shareholders of such company shall be in accordance with the laws applicable to those proceedings.

37 · Substituted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024. Before the substitution, the Explanation read as under-

38 · [Part – E

38A · (1) Nothing contained in these regulations shall apply to the delisting of equity shares of an investment holding company, pursuant to a scheme of arrangement by an order of a Court or Tribunal.

38 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024 w.e.f. 25.09.2024.

39 · [Part-F

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).

39 · Inserted by the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2025 w.e.f. 03.09.2025 .

39 · The respective recognised stock exchange(s) shall adhere to the provisions of these regulations, monitor compliance with the provisions of these regulations and shall report to the Board any non-compliance which comes to their notice.

40 · (1) No application for listing shall be made in respect of equity shares of a company,-

41 · In order to remove any difficulties in the application or interpretation of these regulations, the Board may issue clarifications and guidelines from time to time.

42 · (1) The Board may, in the interest of investors or for the development of the securities market, relax the strict enforcement of any requirement of these regulations, if the Board is satisfied that - a) the requirement is procedural in nature; or

43 · Without prejudice to provisions of the Act and those of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Board may in case of any violation of these regulations and in the interests of the investors and the securities market issue such directions as it deems fit.

44 · (1) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, stand repealed from the date on which these regulations come into force.

40 · Substituted for the words "attested as true by a notary public" by the Securities and Exchange Board of India (Attestation of Documents) (Amendment) Regulations, 2024, w.e.f. 28-11-2024 .

41 · The words "in technological aspects" omitted by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, w.e.f. 3.8.2021.

7 · The name(s) of the Manager to the offer and other intermediaries together with the helpline number for the shareholders.

8 · The specified date fixed as per sub-regulation (3) of regulation 15 of these regulations.

9 · The object of the proposed delisting.

10 · The proposed time table from opening of the delisting offer till the payment of consideration or return of equity shares.

11 · Details of the escrow account and the amount deposited therein.

15 · The aggregate shareholding of the acquirer with persons acting in concert and of the directors of the acquirer where the acquirer is a company and of persons who are in control of the company.

16 · A statement, certified to be true by the Board of Directors of the company, disclosing material deviation, if any, in utilisation of proceeds of issues of securities made during the five years immediately preceding the date of detailed public announcement, from the stated objects of the issues.

17 · A statement by the Board of Directors of the company confirming that all material information which is required to be disclosed under the provisions of continuous listing requirement have been disclosed to the stock exchanges.

18 · List of documents copies of which shall be available for inspection by the public shareholders at the registered office of the Manager to the offer during the working days.

19 · A statement by the Board of Directors of the company certifying that:-

1 · The reverse book building process shall be made through an electronically linked transparent facility and the acquirer shall enter into an agreement with a stock exchange for this purpose.

2 · The detailed public announcement and letter of offer shall be filed without delay with the stock exchange mentioned in clause 1 and such stock exchange shall forthwith post the same on its website.

3 · The minimum number of bidding centres shall be:

4 · There shall be at least one electronically linked computer terminal at all bidding centres.

5 · The shareholders may withdraw or revise their bids upwards not later than one day before the closure of the bidding period. Downward revision of bids shall not be permitted.

6 · The acquirer shall appoint 'trading members' at the bidding centres, whom the public shareholders may approach for placing bids on the on-line electronic system.

7 · The shareholders holding dematerialized shares, desirous of availing the exit opportunity may enter their bid by way of marking a lien in favour of the special depositories account opened by the Manager to the offer.

8 · The Manager to the offer shall ensure that the equity shares in the said special depositories account are not transferred to the account of the acquirer unless the bids in respect thereof are accepted and payments in respect thereof are made.

9 · The holders of physical equity shares shall ensure that the bidding form, together with the share certificate and transfer deed, is received by the share transfer agent appointed for the purpose before the last date of bidding period. The share transfer agent shall deliver the certificates, which are found to be genuine, to the Manager to the offer, who shall not hand it over to the acquirer unless the bids in respect thereof are accepted and payment in respect thereof is made. The bids in respect of the certificates which are found to be non-genuine shall be deleted from the system.

10 · The verification of physical certificates for making the public announcement under regulation 17 of these regulations shall be completed on the day on which they are received by the share transfer agent.

11 · The bids placed in the system shall have an audit trail which includes stock broker identification details, time stamp and unique order number.

12 · Clauses 1 to 11 shall not be applicable in respect of the book building process where settlement is carried out through stock exchange mechanism as specified in sub-regulation (2) of regulation 17 of these regulations.

13 · The discovered price shall be determined as the price at which shares are accepted through eligible bids, that takes the shareholding of the acquirer (along with the persons acting in concert) to ninety per cent of the total issued shares of that class excluding the shares which are held by following:

14 · An illustration for arriving at the discovered price is given in the table below:

1 · The recognised stock exchange shall take into account the grounds prescribed in the rules made under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) while compulsorily delisting the equity shares of the company.

2 · The recognised stock exchange shall take all reasonable steps to trace the promoters of a company whose equity shares are proposed to be delisted, with a view to ensuring compliance with sub -regulation (4) of regulation 33.

3 · The recognised stock exchange shall consider the nature and extent of the alleged noncompliance by the company and the number and percentage of public shareholders who may be affected by such non-compliance.

4 · The recognised stock exchange shall take reasonable efforts to verify the status of compliance with the provisions of the Companies Act, 2013 (18 of 2013) and the rules and regulations made thereunder, by the company with the office of the concerned Registrar of Companies.

5 · The names of the companies whose equity shares are proposed to be delisted and their promoters shall be displayed in a separate section on the website of the recognised stock exchange. If delisted, the names shall be shifted to another separate section on the website.

6 · The recognised stock exchange shall in appropriate cases file prosecutions under relevant provisions of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any other law for the time being in force against identifiable promoters and directors of the company for the alleged non-compliances.

7 · The recognised stock exchange shall, in appropriate cases, under the applicable provisions of the Companies Act, 2013 (18 of 2013), file a petition for winding up the company or make a request to the Registrar of Companies to strike off the name of the company from the register.