Description

BSE circular regarding securities shortlisted under high promoter and non-promoter encumbrance measure framework effective November 19, 2025. One security added: Brahmaputra Infrastructure Ltd.

Summary

BSE has issued a circular regarding the surveillance measure for companies with high Promoter as well as non-Promoter ‘Encumbrance’ as per Regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011. Effective November 19, 2025, one security has been added to this framework: Brahmaputra Infrastructure Ltd. No securities are being removed from the framework. The consolidated list now contains 3 securities under this measure.

Key Points

  • One security added to high encumbrance measure: Brahmaputra Infrastructure Ltd (Scrip Code: 535693, ISIN: INE320I01017)
  • No securities are moving out of the framework
  • Consolidated list contains 3 securities: Brahmaputra Infrastructure Ltd, India Finsec Ltd, and NR Agarwal Industries Ltd
  • Framework based on SEBI (SAST) Regulation 2011, Regulation 28(3)
  • Measure targets companies with high pledging/encumbrance by both promoters and non-promoters

Regulatory Changes

This circular implements the surveillance framework under Regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011, which addresses disclosures related to encumbrance of shares. The measure is designed to enhance monitoring of companies where both promoter and non-promoter shareholding face significant encumbrance, which could pose governance and control risks.

Compliance Requirements

  • Listed companies under this measure must ensure compliance with disclosure requirements under SEBI (SAST) Regulation 2011
  • Promoters and non-promoters must disclose any encumbrance on their shareholding as per Regulation 28(3)
  • Market participants should note the enhanced surveillance status of these securities
  • Companies should work towards reducing encumbrance levels to exit the framework

Important Dates

  • Effective Date: November 19, 2025 - New additions and updated consolidated list become applicable

Impact Assessment

Market Impact: Medium - The addition of one security to this surveillance framework signals heightened regulatory scrutiny due to high encumbrance levels. While this doesn’t impose direct trading restrictions, it serves as a warning signal to investors about potential risks related to pledged shares.

Investor Considerations: Investors in Brahmaputra Infrastructure Ltd should be aware of the high encumbrance levels among both promoter and non-promoter shareholders, which could indicate financial stress or liquidity constraints. High pledge levels may lead to forced selling if margin calls occur during market downturns.

Operational Impact: Companies in the consolidated list face reputational concerns and may experience reduced investor confidence. They should prioritize reducing encumbrance levels to exit the surveillance framework and restore market confidence.

Impact Justification

Surveillance measure affecting 3 securities total (1 new addition) with high promoter/non-promoter encumbrance, requiring enhanced monitoring but not trading restrictions