Description
BSE circular listing securities subject to surveillance measures due to high promoter and non-promoter encumbrance as per SEBI (SAST) Regulation 2011, Reg. 28(3), effective November 19, 2025.
Summary
BSE has issued a circular regarding surveillance measures for companies with high promoter and non-promoter encumbrance levels as per Regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. One security, Brahmaputra Infrastructure Ltd, has been added to this framework effective November 19, 2025. The consolidated list now includes three securities under this measure.
Key Points
- Brahmaputra Infrastructure Ltd (Scrip Code: 535693, ISIN: INE320I01017) newly added to the encumbrance measure framework
- No securities are being removed from the framework in this update
- Framework applies to companies with high levels of both promoter and non-promoter shareholding encumbrance
- Measure is implemented under SEBI (SAST) Regulation 2011, Regulation 28(3)
- Total of 3 securities now under this surveillance framework
Regulatory Changes
This circular implements surveillance measures mandated by SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011, specifically Regulation 28(3), which deals with encumbrance of shares. The framework identifies and monitors companies where significant portions of shares (both promoter and non-promoter holdings) are pledged or encumbered, posing potential risks to shareholder interests.
Compliance Requirements
- Listed companies must maintain compliance with SEBI (SAST) Regulation 28(3) regarding disclosure of encumbrance
- Companies must regularly disclose any creation, invocation, or release of encumbrance on shares
- Broker-dealers and market participants should apply appropriate risk management measures for securities under this framework
- Enhanced monitoring and surveillance by the exchange for securities listed in this measure
Important Dates
- Effective Date: November 19, 2025 - Brahmaputra Infrastructure Ltd to be included in the encumbrance measure framework
- Circular Date: November 18, 2025
Impact Assessment
Market Impact: Securities under this framework face enhanced scrutiny and may experience reduced liquidity as institutional investors apply stricter risk filters. High encumbrance levels indicate financial stress or leveraged positions by promoters and significant shareholders.
Investor Impact: Investors should exercise heightened caution when trading these securities. High encumbrance poses risks including potential invocation of pledges, forced selling, and possible change in control scenarios.
Operational Impact: The three securities under this measure (Brahmaputra Infrastructure Ltd, India Finsec Ltd, and NR Agarwal Industries Ltd) may be subject to additional margin requirements, position limits, or other trading restrictions as determined by the exchange.
Risk Factors: High encumbrance typically indicates:
- Promoter financial distress or over-leveraging
- Risk of pledge invocation and forced liquidation
- Potential governance concerns
- Higher volatility and liquidity risks
Securities Under Framework (Consolidated List)
- Brahmaputra Infrastructure Ltd - Scrip Code: 535693, ISIN: INE320I01017 (New addition)
- India Finsec Ltd - Scrip Code: 535667, ISIN: INE474O01010
- NR Agarwal Industries Ltd - Scrip Code: 516082, ISIN: INE740D01017
Impact Justification
High encumbrance levels pose significant risk to investors and market integrity. Securities subject to enhanced surveillance measures can face trading restrictions.