- +91 80768 85539
- info@expertvuw.com
- Pan-India service available.
Home / SEBI & Capital Markets / Delisting of Equity Shares
Last updated: 2 October 2026
Taking a listed company private involves a regulated offer to public shareholders under SEBI’s Delisting Regulations. Expertvuw’s team manages corporate approvals, exchange filings and timelines, working with the merchant banker, registrar and peer-review company secretary.
Voluntary delisting of equity shares is governed by the SEBI (Delisting of Equity Shares) Regulations, 2021. The acquirer (usually the promoter group) makes an offer to public shareholders, and delisting succeeds if the acquirer’s holding reaches at least 90% of the total shares after the offer.
The price is normally discovered through reverse book building, starting from a floor price set by the regulations. Amendments in September 2024 added a fixed price option for companies whose shares are frequently traded — at a premium of at least 15% over the floor price — and allowed a counter offer when the acquirer’s holding crosses 75% and at least half of the public shareholding is tendered. The floor price now also considers adjusted book value, and a separate route exists for investment holding companies.
In 2025, SEBI added special provisions for delisting of certain public sector undertakings through a fixed price process.
Basis: SEBI (Delisting of Equity Shares) Regulations, 2021, as amended in September 2024 and September 2025; SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for related provisions. Last updated: 27 September 2026.
Post-offer holding of the acquirer must reach at least 90%.
Price discovered by shareholders tendering at or above the floor price.
Available for frequently traded shares at least 15% above the floor price.
Allowed when the acquirer crosses 75% and at least 50% of public shareholding is tendered.
Included in determining the floor price since 2024.
Remaining shareholders get an exit opportunity after delisting.
Delisting offers often fail on price or process.
l
h
i
Delisting connects with these services.
Ongoing LODR compliance.
Buy-back by listed companies.
Valuation inputs for floor price.
PIT compliance during the offer.
Acquirer announces intent to delist.
Board approval after due diligence report.
Special resolution with public majority.
In-principle approval from exchanges.
Bidding or fixed price tender.
Delisting and exit window for remaining holders.
Obligations continue for a period after delisting.
u
o
p
e
Share your query and our team will reply during business hours.
When the acquirer’s holding reaches at least 90% of the total shares after the offer.
An option added in 2024 for frequently traded shares, where the acquirer offers a fixed price at least 15% above the floor price instead of reverse book building.
If the discovered price is not accepted, the acquirer can make a counter offer when its holding crosses 75% and at least 50% of public shareholding is tendered.
A peer-review company secretary conducts due diligence and reports to the board.
Yes, but only after a specified period and subject to SEBI rules.
ACS – Director, Expertvuw Management Pvt Ltd
SEBI applications and filings are prepared by Expertvuw’s team. Certificates, audits and due diligence that SEBI regulations reserve for practising professionals or registered intermediaries are provided by independent registered professionals, and representation before SEBI or SAT is made by advocates or authorised professionals.