Description

BSE announces compulsory delisting of 2 companies suspended for over 6 months, effective December 16, 2025, with 10-year market access ban and mandatory exit offer requirements.

Summary

BSE has ordered the compulsory delisting of 2 companies - Asian Flora Ltd (Scrip Code: 531392) and Relstruct Buildcon Ltd (Scrip Code: 540426) - that have remained suspended for more than 6 months. The delisting will be effective from December 16, 2025, pursuant to orders of the Exchange’s Delisting Committee under SEBI (Delisting of Equity Shares) Regulations, 2009/2021. Relstruct Buildcon Ltd will be delisted under the 2009 Regulations, while Asian Flora Ltd falls under the 2021 Regulations.

Key Points

  • 2 companies being compulsorily delisted from BSE platform
  • Companies have been suspended for over 6 months
  • Asian Flora Ltd (Scrip Code: 531392) - delisted under SEBI Regulations 2021
  • Relstruct Buildcon Ltd (Scrip Code: 540426) - delisted under SEBI Regulations 2009
  • Securities will cease trading and will no longer be listed on the Exchange
  • 10-year market access ban imposed on delisted companies, promoters, whole-time directors, and related entities
  • Promoters must provide exit offer to public shareholders at fair value determined by independent valuer
  • Promoter shareholdings frozen until exit offer completion (for companies with positive fair value)
  • Corporate benefits (dividends, rights, bonus shares, splits) frozen for promoter holdings
  • Promoters and directors barred from becoming directors of any listed company until exit offer provided

Regulatory Changes

No new regulatory changes introduced. This circular implements existing provisions of SEBI (Delisting of Equity Shares) Regulations, 2009 and 2021 for compulsory delisting of long-suspended companies.

Compliance Requirements

For Delisted Companies & Promoters:

  • Promoters must purchase shares from public shareholders at fair value determined by Exchange-appointed independent valuer
  • Companies must provide exit option to public shareholders as per Regulation 33(4) of SEBI Regulations 2021 or equivalent under 2009 Regulations
  • Full compliance with exit offer requirements before any restrictions can be lifted

Restrictions Imposed (SEBI Regulations 2021 - Asian Flora Ltd):

  • 10-year ban from accessing securities market or seeking listing for the company, whole-time directors, compliance officers, promoters, and promoted companies
  • No transfer (sale, pledge, etc.) of promoter/promoter group equity shares allowed
  • All corporate benefits frozen for promoter/promoter group shareholdings
  • Promoters, whole-time directors, and compliance officers cannot become directors of any listed company
  • Restrictions remain until exit offer completed and certified by the Exchange

Restrictions Imposed (SEBI Regulations 2009 - Relstruct Buildcon Ltd):

  • 10-year ban from accessing securities market or seeking listing for the company, whole-time directors, promoters, and promoted companies
  • No transfer of promoter/promoter group equity shares allowed
  • All corporate benefits frozen for promoter/promoter group shareholdings
  • Restrictions apply to companies with positive fair value

For Depositories:

  • Must not effect any transfer of equity shares held by promoters/promoter group until exit offer completion

Important Dates

  • December 12, 2025: Notice date
  • December 16, 2025: Effective date of compulsory delisting
  • To be announced: Public Notice with fair value determination and exit offer details
  • 10-year period: Market access ban duration from delisting date

Impact Assessment

Market Impact:

  • Securities of both companies will cease trading on BSE, eliminating secondary market liquidity
  • Public shareholders will need to await formal exit offer announcement to liquidate holdings
  • Market access restrictions prevent promoters from participating in capital markets for a decade

Shareholder Impact:

  • Public shareholders will receive exit offer at fair value determined by independent valuer (not market price)
  • Promoter shareholders face complete freeze on shareholdings until exit obligations fulfilled
  • No corporate benefits (dividends, rights, bonus) for promoters until compliance
  • Fair value determination process and timeline to be announced in forthcoming Public Notice

Promoter/Director Impact:

  • Severe restrictions including inability to direct any listed company
  • Cannot access securities market for any purpose for 10 years
  • Financial obligation to purchase all public shares at fair value
  • Reputational and career implications from delisting and restrictions

Operational Impact:

  • Companies lose listed status and associated benefits
  • Increased regulatory scrutiny on compliance with exit offer requirements
  • Potential legal and administrative costs for exit offer process

Impact Justification

Compulsory delisting impacts shareholder rights and imposes severe restrictions including 10-year market access ban on promoters, directors, and related entities, with frozen shareholdings until exit offer completion