SEBI Delisting Regulations 2021 — Reverse Book Building Process
SEBI Grade A ●● Medium importance 13 April 2026
SEBI Delisting Regulations 2021 — Reverse Book Building Process

What happened

SEBI's Delisting Regulations 2021 introduced the Reverse Book Building (RBB) process for voluntary delisting of companies from stock exchanges. Under RBB, the promoter announces a floor price, and public shareholders bid at or above this price. The delisting succeeds if 90% of public shareholding is tendered and accepted. If successful, remaining shareholders receive the discovered price. The process replaces the earlier fixed price method, ensuring market-driven price discovery. Key amendments include enhanced disclosure requirements, timeline specifications, and investor protection measures for retail shareholders.

Why it matters

The Reverse Book Building process revolutionized delisting by shifting from promoter-determined fixed prices to market-driven price discovery. Unlike the previous system where promoters set a price and shareholders accepted or rejected it, RBB allows shareholders to quote their desired exit price, with the final price being the lowest price at which 90% public shareholding gets tendered. This protects minority shareholders from undervaluation while giving promoters certainty about delisting costs. The process spans 5-10 working days for bidding, with separate categories for retail and institutional investors. Success requires both the 90% threshold and promoter acceptance of the discovered price. Failed attempts allow re-attempts after six months. The regulation addresses concerns about fair valuation, especially relevant for family-controlled businesses seeking to exit public markets amid compliance costs and market volatility.
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