DELISTING EXIT WINDOW ACCOUNT CONTROLS

Detailed Legal Explanation with Seven Case Laws, Indian Laws, SEBI Regulations, International Regulatory Framework, Compliance Requirements, Remedies, Conclusion and References

1. INTRODUCTION

Delisting exit window account controls refer to the legal, regulatory, operational, and financial safeguards governing the accounts and transactions used when shareholders exit a company whose equity shares are being delisted from a recognized stock exchange.

Delisting means the permanent removal of a company's securities from trading on a recognized stock exchange. In India, delisting of equity shares is primarily governed by the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended.

When a company undertakes voluntary delisting, the applicable framework generally requires an exit opportunity for eligible public shareholders. The process involves the acquisition of shares, determination of the exit price, payment of consideration, settlement of securities, and protection of shareholder interests.

An important aspect of this process is the establishment and operation of appropriate account controls.

These controls may involve:

Escrow accounts.

Special bank accounts.

Dematerialized securities accounts.

Depository and clearing corporation arrangements.

Shareholder payment accounts.

Unclaimed consideration accounts.

Reconciliation and audit records.

The purpose of account controls is to ensure that shareholder funds and securities are properly protected, payments are made to eligible shareholders, and the acquirer complies with applicable regulatory requirements.

Weak account controls can result in delayed payments, unauthorized transfers, settlement failures, reconciliation discrepancies, and investor complaints.

The legal framework therefore seeks to balance the acquirer's obligation to complete the delisting process with shareholders' rights to receive fair treatment and timely consideration.

2. MEANING OF DELISTING

Delisting refers to the removal of securities from the trading platform of a recognized stock exchange.

It may arise through different legal mechanisms.

A. Voluntary Delisting

Voluntary delisting generally occurs when the company or its acquirer initiates the removal of its equity shares from the stock exchange in accordance with SEBI regulations.

B. Compulsory Delisting

Compulsory delisting may occur when a recognized stock exchange removes a company's securities for non-compliance with applicable listing requirements.

C. Delisting from Selected Stock Exchanges

A company may delist from one or more exchanges while remaining listed on another recognized stock exchange, subject to the applicable regulatory conditions.

The exit requirements vary according to the nature of the delisting.

Not every delisting transaction requires the same escrow, bidding, or shareholder exit mechanism.

3. MEANING OF EXIT WINDOW

An exit window is the period during which eligible shareholders may tender their shares and receive consideration under the applicable delisting framework.

The exit opportunity is particularly important because delisting removes the ordinary exchange-trading mechanism through which shareholders can sell their securities.

In voluntary delisting transactions involving an exit offer, shareholders may have an opportunity to tender shares during the prescribed offer period.

Where the delisting is successful, shareholders who did not participate in the initial offer may be entitled to a continuing exit opportunity under the applicable regulations.

Under the SEBI Delisting Regulations, the continuing exit opportunity generally extends for at least one year from the date of delisting, subject to the applicable provisions and amendments.

The acquirer must comply with the relevant obligations concerning price, payment, communication, and shareholder protection.

The continuing exit opportunity should not be confused with an indefinite right to sell shares at the delisting price.

4. WHAT ARE EXIT WINDOW ACCOUNT CONTROLS?

Exit window account controls are the procedures used to manage funds, securities, approvals, settlement, and records during the delisting exit process.

Their objectives include:

Safeguarding shareholder consideration.

Preventing unauthorized withdrawals.

Ensuring adequate funding.

Verifying shareholder eligibility.

Preventing duplicate settlement.

Maintaining accurate transaction records.

Ensuring timely payment.

Monitoring outstanding shareholder claims.

Facilitating regulatory supervision.

Supporting audit and reconciliation.

These controls operate through a combination of SEBI requirements, banking arrangements, depository procedures, contractual commitments, and internal compliance systems.

5. INDIAN LEGAL AND REGULATORY FRAMEWORK

5.1 SEBI Act, 1992

The Securities and Exchange Board of India Act, 1992 establishes SEBI as the principal securities market regulator.

Important provisions include:

Section 11

Empowers SEBI to protect investor interests and regulate the securities market.

Section 11B

Empowers SEBI to issue directions in accordance with the statutory framework.

Section 15HB

Provides a residual monetary penalty for contraventions where no separate penalty is provided, subject to the statutory requirements.

Section 24

Addresses specified offences and prosecution under the Act.

These provisions may become relevant where delisting-related account controls are breached or investor interests are prejudiced.

However, the existence of a compliance failure does not automatically establish liability under every enforcement provision.

5.2 SEBI (Delisting of Equity Shares) Regulations, 2021

The SEBI (Delisting of Equity Shares) Regulations, 2021 form the principal regulatory framework for equity share delisting in India.

They address:

Eligibility for delisting.

Initial public announcement.

Board and shareholder approvals.

Appointment and responsibilities of the manager to the offer.

Due diligence requirements.

Escrow arrangements.

Exit price determination.

Tendering and settlement.

Payment of consideration.

Continuing exit opportunities.

Disclosure obligations.

Compulsory delisting consequences.

The framework has been amended, including significant changes in 2024 concerning voluntary delisting mechanisms and price determination.

Accordingly, the rules applicable to a particular transaction depend on its date and the relevant transitional provisions.

5.3 Escrow Account Requirements

Escrow arrangements are important safeguards in voluntary delisting transactions.

The applicable SEBI regulations require prescribed funding arrangements to secure the acquirer's payment obligations.

The escrow may involve cash deposits, bank guarantees, or other permitted forms of security, subject to the regulatory requirements.

The account controls should ensure that:

The prescribed funds or security are established.

The funds are available for permitted purposes.

Withdrawals are appropriately authorized.

The manager to the offer performs the required oversight.

The escrow remains compliant with applicable release conditions.

Shareholder payment obligations are properly discharged.

The precise funding percentage, permissible escrow form, and release conditions must be determined from the regulations applicable to the transaction.

5.4 Special Account and Payment Controls

Delisting transactions may involve dedicated bank accounts and payment arrangements.

These arrangements should distinguish between:

Funds secured through escrow.

Funds available for settlement.

Amounts payable to shareholders.

Payments already completed.

Failed or returned payments.

Outstanding claims.

Amounts held for continuing exit obligations.

Account segregation helps prevent improper use of shareholder consideration and supports accurate reconciliation.

5.5 Securities Contracts (Regulation) Act, 1956

The Securities Contracts (Regulation) Act, 1956 governs recognized stock exchanges and important aspects of securities trading.

Section 21A provides for delisting of securities by a recognized stock exchange in accordance with prescribed conditions.

This provision is particularly relevant to compulsory delisting.

5.6 Companies Act, 2013

The Companies Act, 2013 governs corporate approvals, directors' duties, financial reporting, and other company obligations.

Relevant provisions may include:

Section 166

Directors' duties.

Section 177

Audit committee requirements for companies to which the provision applies.

Section 188

Related-party transactions, where relevant.

Section 447

Punishment for fraud.

Corporate governance failures involving delisting funds or shareholder payments may attract consequences under applicable company law provisions.

5.7 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The SEBI LODR Regulations impose continuing obligations on listed entities.

Before delisting becomes effective, applicable disclosure and corporate governance requirements remain relevant.

Material events concerning delisting must be disclosed according to the operative regulatory provisions.

5.8 Depositories Act, 1996

The Depositories Act, 1996 governs dematerialized securities and the legal framework for depository systems.

During delisting, depository arrangements may be used to verify shareholdings, process tenders, transfer securities, and maintain transaction records.

Effective controls are necessary to prevent duplicate tenders, unauthorized transfers, and settlement discrepancies.

6. SEVEN IMPORTANT INDIAN CASE LAWS

The following cases establish principles relevant to delisting, investor protection, SEBI's regulatory authority, securities market fairness, and enforcement.

Some are direct delisting precedents, while others provide broader securities-law principles.

CASE LAW 1: SEBI v. Ajay Agarwal

Citation: (2010) 3 SCC 765
Court: Supreme Court of India

Legal Issue:

The case addressed the operation of SEBI's statutory powers and the application of amendments affecting regulatory proceedings.

Judgment:

The Supreme Court examined SEBI's powers in the context of investor protection and securities regulation.

Legal Principle:

SEBI exercises statutory authority to regulate the securities market and protect investors, subject to the governing legislation.

Application to Delisting Exit Controls:

Where delisting arrangements violate binding SEBI requirements, the regulator may exercise the powers available under the applicable statutory framework.

This judgment does not prescribe specific escrow or continuing exit account procedures.

CASE LAW 2: SEBI v. Shriram Mutual Fund

Citation: (2006) 5 SCC 361
Court: Supreme Court of India

Facts:

The proceedings concerned contraventions of securities regulations and the imposition of civil penalties.

Legal Issue:

Whether proof of deliberate intention is necessary for the imposition of civil penalties for statutory securities-law contraventions.

Judgment:

The Supreme Court held that mens rea is not ordinarily an essential ingredient for civil penalties imposed for breach of the relevant SEBI statutory provisions.

Legal Principle:

Civil regulatory liability may arise upon proof of the statutory contravention, subject to the applicable provision.

Application to Delisting Exit Controls:

A breach of mandatory escrow, disclosure, or settlement requirements may expose the responsible person to regulatory consequences even where deliberate wrongdoing is not established, depending on the relevant provision.

CASE LAW 3: Sahara India Real Estate Corporation Ltd. v. SEBI

Citation: (2013) 1 SCC 1
Court: Supreme Court of India

Facts:

The dispute concerned the issuance of financial instruments and SEBI's jurisdiction over securities transactions.

Legal Issue:

The extent of SEBI's authority to regulate securities offerings and protect investors.

Judgment:

The Supreme Court affirmed SEBI's regulatory role in the circumstances of the case and addressed investor protection and repayment obligations.

Legal Principle:

Investor protection and compliance with securities regulations are central objectives of SEBI's statutory mandate.

Application to Delisting Exit Controls:

The decision supports the importance of safeguarding investor funds and ensuring compliance with applicable securities requirements.

It is not a direct ruling on delisting escrow accounts.

CASE LAW 4: N. Narayanan v. Adjudicating Officer, SEBI

Citation: (2013) 12 SCC 152
Court: Supreme Court of India

Facts:

The dispute involved securities market misconduct and the responsibilities of persons involved in corporate management.

Legal Issue:

The obligations of corporate officers and the importance of market integrity.

Judgment:

The Supreme Court emphasized the importance of truthful disclosures, responsible corporate conduct, and investor protection.

Legal Principle:

Corporate management and market participants must comply with securities-law obligations and standards of market integrity.

Application to Delisting Exit Controls:

Directors and responsible officers should ensure accurate disclosure of delisting arrangements and avoid misleading statements concerning funding, shareholder payments, or settlement status.

CASE LAW 5: SEBI v. Rakhi Trading Private Limited

Citation: (2018) 13 SCC 753
Court: Supreme Court of India

Facts:

The case involved allegedly manipulative securities market transactions.

Legal Issue:

Whether particular trading conduct violated securities market regulations.

Judgment:

The Supreme Court examined manipulative trading practices and the protection of market integrity.

Legal Principle:

Securities transactions must comply with the rules designed to prevent manipulation and unfair market practices.

Application to Delisting Exit Controls:

The principle is relevant to the integrity of securities transactions associated with an exit process.

However, the case does not directly determine delisting escrow requirements or shareholder payment deadlines.

CASE LAW 6: Clariant International Ltd. v. SEBI

Citation: (2004) 8 SCC 524
Court: Supreme Court of India

Facts:

The dispute concerned obligations arising under the securities takeover regulatory framework.

Legal Issue:

The treatment of investor compensation and interest in the context of securities acquisition obligations.

Judgment:

The Supreme Court examined the regulatory framework governing takeover obligations and the circumstances relevant to interest and investor relief.

Legal Principle:

Financial remedies in securities transactions must be determined according to the applicable regulations and legal principles.

Application to Delisting Exit Controls:

Where shareholders experience delayed consideration, the legal basis for interest or compensation must be established under the applicable delisting regulations, contractual obligations, or other enforceable law.

The judgment does not create a universal interest rate for all delayed delisting payments.

CASE LAW 7: SEBI v. Kanaiyalal Baldevbhai Patel

Citation: (2017) 15 SCC 1
Court: Supreme Court of India

Facts:

The case concerned unfair securities market practices involving the misuse of market-related information.

Legal Issue:

The interpretation and application of securities regulations addressing fraudulent and unfair trade practices.

Judgment:

The Supreme Court examined the scope of prohibited unfair conduct under the securities regulatory framework.

Legal Principle:

SEBI's regulatory powers extend to conduct falling within the applicable prohibitions on fraudulent and unfair securities market practices.

Application to Delisting Exit Controls:

Improper use of information, misleading disclosures, or manipulative conduct associated with a delisting transaction may attract scrutiny under applicable securities regulations.

The case does not itself prescribe a specific account-control structure.

7. KEY ACCOUNT CONTROLS DURING THE EXIT WINDOW

7.1 Escrow Funding Control

The acquirer must establish the escrow arrangements required by the applicable SEBI regulations.

The manager to the offer should verify compliance with the prescribed funding conditions.

7.2 Authorized Signatory Control

Banking arrangements should identify persons authorized to operate the relevant accounts.

Controls may include:

Dual authorization.

Approval limits.

Documented payment instructions.

Restricted beneficiary modification.

Segregation of duties.

These are prudent operational controls rather than universally prescribed technical requirements for every account.

7.3 Shareholder Eligibility Verification

The settlement process should verify that the tendering shareholder is entitled to participate.

Relevant checks may include:

Shareholding records.

Depository details.

Tender instructions.

Beneficial ownership records.

Duplicate submission controls.

7.4 Securities Settlement Control

Securities should be transferred or settled according to the applicable stock exchange, clearing corporation, and depository procedures.

Reconciliation should confirm that the number of shares acquired corresponds to the consideration paid.

7.5 Payment Reconciliation Control

The acquirer and responsible intermediaries should reconcile:

Shares tendered.

Shares accepted.

Applicable acquisition price.

Gross consideration.

Applicable deductions, if legally required.

Net payment.

Payment status.

Unresolved payment exceptions.

7.6 Continuing Exit Window Control

Where a continuing exit opportunity applies, the acquirer should maintain procedures for receiving and processing eligible shareholder requests.

Controls should address shareholder identification, price verification, payment processing, and record retention.

7.7 Unclaimed Payment Control

Failed or unclaimed payments should be identified and handled according to applicable law and the transaction's governing arrangements.

Amounts should not be treated as freely available corporate funds merely because a shareholder has not received payment.

8. RISK OF ACCOUNT CONTROL FAILURES

Weak account controls may result in:

A. Insufficient Escrow Funding

The acquirer may be unable to meet payment obligations.

B. Unauthorized Withdrawal

Funds intended to secure shareholder consideration may be diverted or used improperly.

C. Settlement Mismatch

The number of shares acquired may not correspond to payments made.

D. Duplicate Payments

Weak reconciliation controls may result in multiple payments for the same shares.

E. Delayed Consideration

Shareholders may experience delays in receiving the acquisition price.

F. Incorrect Beneficiary Details

Payments may fail because of inaccurate banking or shareholder information.

G. Inadequate Recordkeeping

The acquirer may be unable to demonstrate compliance with the applicable regulations.

H. Regulatory Non-Compliance

Failure to follow mandatory requirements may expose responsible parties to regulatory action.

9. INTERNATIONAL REGULATORY FRAMEWORK

9.1 United States

In the United States, delisting and deregistration are governed by different legal mechanisms.

Relevant instruments include:

Securities Exchange Act of 1934.

SEC Rule 12d2-2.

SEC Form 25.

SEC Rule 13e-3, where applicable.

SEC tender offer rules, where applicable.

Rule 12d2-2 addresses removal of securities from listing and registration on a national securities exchange.

Rule 13e-3 regulates specified going-private transactions by issuers and affiliates.

These rules emphasize disclosure, procedural compliance, and investor protection.

However, US law does not impose a universal Indian-style continuing exit window for every delisting transaction.

9.2 United Kingdom

The United Kingdom regulates cancellation of listing through the Financial Conduct Authority's listing framework and applicable company and takeover rules.

Relevant considerations include:

Listing cancellation requirements.

Shareholder approvals where applicable.

Market disclosure obligations.

Takeover Code requirements in relevant transactions.

Fair treatment of shareholders.

The UK framework differs from India's mandatory delisting exit structure.

Account arrangements depend on the transaction and the applicable legal obligations.

9.3 European Union

Relevant EU instruments include:

Regulation (EU) No 596/2014 on market abuse.

Directive 2004/25/EC on takeover bids.

Directive 2004/109/EC on transparency requirements.

Applicable national securities and company laws.

The EU Takeover Bids Directive establishes principles concerning equal treatment and shareholder protection in covered takeover transactions.

Delisting requirements and exit rights are significantly influenced by national law.

9.4 Singapore

The Singapore Exchange listing framework regulates voluntary delisting and shareholder exit offers.

Relevant requirements concern shareholder approvals, exit offer arrangements, and applicable fairness standards.

The precise obligations depend on the listing board and operative SGX rules.

9.5 Hong Kong

The Hong Kong regulatory framework includes:

Hong Kong Listing Rules.

Codes on Takeovers and Mergers and Share Buy-backs.

Securities and Futures Ordinance.

Going-private and delisting transactions may involve shareholder approval, independent advice, disclosure, and settlement requirements.

These frameworks seek to protect minority shareholders and maintain market integrity.

10. RIGHTS OF PUBLIC SHAREHOLDERS

Public shareholders may have rights under the applicable delisting framework concerning:

Receipt of prescribed disclosures.

Participation in the exit process.

Tendering eligible shares.

Receipt of the applicable exit price.

Timely settlement under the governing rules.

Participation in a continuing exit opportunity where available.

Access to prescribed grievance redress mechanisms.

Protection against misleading disclosures.

Fair treatment under applicable securities regulations.

Appropriate legal remedies for proven violations.

The existence and scope of each right depend on the type of delisting and the applicable regulatory provisions.

11. LIABILITY FOR BREACH OF EXIT WINDOW ACCOUNT CONTROLS

Potentially responsible parties may include:

Acquirers.

Promoters.

Listed companies.

Managers to the offer.

Escrow banks.

Depository participants.

Other intermediaries involved in settlement.

Liability is not automatically shared equally among all participants.

Each party's responsibility depends on the statutory framework, contractual arrangements, and conduct involved.

For example, an acquirer may be responsible for ensuring adequate consideration, while an escrow bank's obligations may arise from the escrow agreement and applicable banking law.

A manager to the offer may have independent due diligence and compliance obligations.

12. REMEDIES FOR SHAREHOLDERS

Where shareholders experience unlawful delays or other delisting-related violations, possible remedies include:

A. SEBI Complaint

An investor may submit a complaint through the applicable SEBI investor grievance redress mechanism.

B. Complaint to the Relevant Intermediary

A complaint may be directed to the acquirer, manager to the offer, registrar, depository participant, or other responsible intermediary.

C. Securities Appellate Tribunal

An aggrieved person may appeal an appealable SEBI order to the Securities Appellate Tribunal under the applicable statutory provisions.

The Tribunal is not a general first-instance forum for every private payment complaint.

D. Civil Remedies

Contractual or other civil remedies may be available, subject to jurisdiction and statutory restrictions.

E. Regulatory Enforcement

SEBI may investigate and take appropriate action where statutory or regulatory violations are established.

F. Interest or Compensation

Interest or compensation may be available where supported by the applicable regulations, contract, or law.

There is no universal fixed daily compensation rate for all delisting exit window account-control failures.

13. ILLUSTRATIVE ACCOUNT CONTROL EXAMPLE

Assume an acquirer is required to pay consideration for 100,000 accepted shares at ₹250 per share.

Total consideration:

100,000 × ₹250 = ₹2,50,00,000.

The transaction's settlement controls should verify:

Number of accepted shares: 100,000.

Applicable price: ₹250.

Gross consideration: ₹2,50,00,000.

Payment instructions: properly authorized.

Beneficiary records: verified.

Securities transfer: reconciled.

Payment status: recorded.

Exceptions: investigated and resolved.

If payments totaling ₹2,40,00,000 have been completed, the remaining ₹10,00,000 must be reconciled.

The difference does not automatically establish wrongdoing.

It may reflect pending payments, rejected transfers, valid deductions, processing exceptions, or other legitimate causes.

The responsible parties should investigate the discrepancy and determine whether any payment obligation remains outstanding.

14. COMPLIANCE RECOMMENDATIONS

A sound delisting exit control framework should include:

Documented regulatory compliance responsibilities.

Verification of escrow funding.

Independent payment authorization.

Separation of operational and approval functions.

Daily or appropriately frequent settlement reconciliation.

Monitoring of continuing exit requests.

Accurate shareholder records.

Exception reporting.

Secure maintenance of payment instructions.

Periodic management review.

Effective investor grievance handling.

Preservation of audit trails.

Timely regulatory disclosures.

Clear procedures for failed or unclaimed payments.

Independent compliance testing where appropriate.

These controls help ensure that the delisting process remains transparent, orderly, and consistent with investor protection requirements.

15. CONCLUSION

Delisting exit window account controls are an important component of securities market regulation and shareholder protection.

They help ensure that the funds and securities involved in a delisting transaction are properly safeguarded, settlement obligations are fulfilled, and eligible shareholders receive the consideration to which they are entitled.

In India, the SEBI (Delisting of Equity Shares) Regulations, 2021, together with the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, and applicable depository and listing requirements, provide the principal legal framework.

Escrow arrangements, settlement controls, shareholder verification, payment reconciliation, and continuing exit procedures are essential to effective implementation.

Failures in these controls may result in delayed payments, financial discrepancies, investor grievances, and regulatory consequences.

The seven judicial decisions discussed above illustrate broader principles of securities market integrity, investor protection, regulatory accountability, and appropriate remedies.

International frameworks similarly emphasize disclosure, procedural fairness, shareholder protection, and reliable settlement arrangements, although their delisting procedures differ from India's regulatory structure.

The fundamental legal principle is that a delisting exit process must be conducted through transparent, legally compliant, and properly controlled arrangements that protect shareholder interests and ensure fulfillment of payment obligations.

16. REFERENCES

A. Indian Legislation

Securities and Exchange Board of India Act, 1992.

Securities Contracts (Regulation) Act, 1956.

Companies Act, 2013.

Depositories Act, 1996.

Indian Contract Act, 1872.

Applicable securities market rules and settlement regulations.

B. SEBI Regulations

SEBI (Delisting of Equity Shares) Regulations, 2021, as amended.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SEBI (Depositories and Participants) Regulations, 2018.

SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003.

Applicable SEBI circulars and operational requirements concerning delisting and settlement.

Relevant amendments introduced in 2024 concerning voluntary delisting.

C. Seven Indian Case Laws

SEBI v. Ajay Agarwal, (2010) 3 SCC 765.

SEBI v. Shriram Mutual Fund, (2006) 5 SCC 361.

Sahara India Real Estate Corporation Ltd. v. SEBI, (2013) 1 SCC 1.

N. Narayanan v. Adjudicating Officer, SEBI, (2013) 12 SCC 152.

SEBI v. Rakhi Trading Private Limited, (2018) 13 SCC 753.

Clariant International Ltd. v. SEBI, (2004) 8 SCC 524.

SEBI v. Kanaiyalal Baldevbhai Patel, (2017) 15 SCC 1.

D. International Regulations

United States Securities Exchange Act of 1934.

US Securities and Exchange Commission Rule 12d2-2.

US Securities and Exchange Commission Rule 13e-3.

United Kingdom Financial Conduct Authority listing framework.

European Union Takeover Bids Directive 2004/25/EC.

European Union Market Abuse Regulation (EU) No 596/2014.

European Union Transparency Directive 2004/109/EC.

Singapore Exchange Listing Rules.

Hong Kong Listing Rules.

Hong Kong Codes on Takeovers and Mergers and Share Buy-backs.

E. Academic and Professional References

Standard commentaries on Indian securities regulation.

Academic studies on delisting and minority shareholder protection.

Securities market compliance and corporate governance literature.

Research on escrow arrangements and settlement risk.

Professional guidance on securities transaction controls.

Comparative studies of international going-private and delisting regimes.

LEGAL RESEARCH NOTE

This document provides a general legal and regulatory analysis of delisting exit window account controls.

The seven cited judgments establish relevant securities-law principles but are not all direct decisions concerning delisting escrow arrangements or continuing exit window payments.

The precise requirements for escrow funding, price determination, shareholder settlement, and continuing exit opportunities depend on the version of the SEBI Delisting Regulations applicable to the transaction.

The 2024 amendments and any subsequent changes must be considered before applying the framework to a specific delisting.

The legal authorities and regulatory requirements have not been independently verified against live databases for developments through October 2026.

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