Description
BSE announces surveillance measure for companies with high promoter and non-promoter encumbrance as per Regulation 28(3) of SEBI (SAST) Regulation 2011, effective December 18, 2025.
Summary
BSE has implemented 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. One new security (NR Agarwal Industries Ltd) has been added to this framework effective December 18, 2025. The consolidated list now contains 9 securities under this measure. No securities are being removed from the framework.
Key Points
- NR Agarwal Industries Ltd (Scrip Code: 516082, ISIN: INE740D01017) newly added to encumbrance surveillance framework
- No securities moving out of the framework in this update
- Total of 9 securities currently under this surveillance measure
- Measure applies to companies with high encumbrance of both promoter and non-promoter holdings
- Framework governed by SEBI (SAST) Regulation 2011, specifically Regulation 28(3)
Regulatory Changes
This circular implements surveillance measures under Regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011, which deals with encumbrance of shares. The framework is designed to monitor companies where significant portions of promoter and non-promoter holdings are pledged or encumbered, posing potential risks to shareholders.
Compliance Requirements
- Listed companies under this framework must comply with enhanced disclosure requirements regarding encumbrance of shares
- Trading members and investors should be aware of heightened surveillance on these securities
- Companies must maintain compliance with SEBI SAST Regulation 28(3) regarding disclosure of encumbrance
- Market participants should exercise additional caution when trading in these securities
Important Dates
- Effective Date: December 18, 2025
- Circular Date: December 17, 2025
Impact Assessment
Market Impact: High - Securities under this framework face enhanced surveillance, which may affect liquidity and investor sentiment. The presence of high encumbrance indicates financial stress or leverage, potentially leading to forced selling if lenders invoke pledges.
Investor Impact: High - Investors in these securities face elevated risk due to high encumbrance levels. In case of default or invocation of pledged shares, there could be significant price volatility and potential change in control.
Operational Impact: Companies on this list may face reputational concerns and increased scrutiny from regulators and investors. They may need to take corrective actions to reduce encumbrance levels to exit this framework.
Securities Under Surveillance
Newly Added (Annexure I)
- NR Agarwal Industries Ltd (516082, INE740D01017)
Consolidated List (Annexure III) - 9 Securities
- B. L. Kashyap and Sons Ltd (532719, INE350H01032)
- Bedmutha Industries Ltd (533270, INE844K01012) - marked with asterisk as per NSE
- Brahmaputra Infrastructure Ltd (535693, INE320I01017)
- Future Market Networks Ltd (533296, INE360L01017)
- India Nivesh Ltd (501700, INE131H01028)
- NR Agarwal Industries Ltd (516082, INE740D01017)
- Premier Energy and Infrastructure Ltd (533100, INE429K01012)
- Shalimar Paints Ltd (509874, INE849C01026)
- Sudal Industries Ltd (506003, INE618D01015)
Impact Justification
High encumbrance levels pose significant risk to minority shareholders and market stability. Surveillance measures under SEBI SAST Regulation 28(3) require heightened monitoring and potential trading restrictions.