Description

BSE circular identifying securities under surveillance for high promoter and non-promoter encumbrance levels as per SEBI SAST Regulation 28(3), effective October 14, 2025.

Summary

BSE has updated the list of securities under surveillance measures for companies with high Promoter and non-Promoter encumbrance as per Regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011. The measures are effective from October 14, 2025. One security (Brahmaputra Infrastructure Ltd) has been newly added to the framework, while no securities are being removed. The consolidated list now contains 5 securities subject to these surveillance measures.

Key Points

  • One new security added: Brahmaputra Infrastructure Ltd (Scrip Code: 535693, ISIN: INE320I01017)
  • No securities moving out of the framework as of this update
  • Total of 5 securities remain in the consolidated surveillance list
  • Measure applies to companies with high promoter and non-promoter share encumbrance
  • Framework implemented under SEBI SAST Regulation 28(3)
  • Consolidated list includes: Brahmaputra Infrastructure, DJS Stock & Shares, Future Market Networks, India Finsec, and Thyrocare Technologies

Regulatory Changes

This circular implements surveillance measures under Regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011, which pertains to disclosure requirements for encumbrance of shares. The framework targets companies where both promoter and non-promoter shareholdings show high levels of encumbrance (pledging or security interest). Securities in this framework are subject to enhanced monitoring and disclosure requirements.

Compliance Requirements

  • Listed companies with high encumbrance levels must comply with enhanced disclosure norms under SEBI SAST Regulation 28(3)
  • Market participants should be aware of the increased risk profile of securities in this surveillance framework
  • Trading members should inform clients about the special surveillance status of these securities
  • Investors should exercise additional caution when dealing in these securities due to elevated encumbrance levels

Important Dates

  • Effective Date: October 14, 2025 - Surveillance measures applicable from this date
  • Circular Date: October 13, 2025

Impact Assessment

The addition of Brahmaputra Infrastructure Ltd to this surveillance framework signals deteriorating financial health or increased leveraging of shareholdings. High encumbrance levels indicate that a significant portion of shares held by both promoters and non-promoters are pledged, which poses elevated risks including potential invocation of pledged shares in case of default. This can lead to sudden changes in shareholding patterns and increased price volatility. Investors in all five listed securities should exercise heightened caution and conduct thorough due diligence. The framework serves as an early warning system for market participants about potential financial stress or governance concerns in these companies.

Impact Justification

Affects 5 securities with high encumbrance levels requiring enhanced surveillance; one new addition (Brahmaputra Infrastructure) and consolidated list maintained for investor awareness