Last Updated:May 28, 2025, 14:47 IST
The Supreme Court has upheld the delisting of ICICI Securities, rejecting a plea filed by investor Manu Rishi Gupta.
As per the scheme of arrangement, shareholders of ICICI Securities (ISEC) will get 67 shares of ICICI Bank for every 100 shares they hold.
ICICI Securities Delisting Case: The Supreme Court has upheld the delisting of ICICI Securities, rejecting a plea filed by investor Manu Rishi Gupta.
The petition contested the fairness of the share valuation, arguing that the use of a reverse book-building (RBB) mechanism could have secured a higher price for minority shareholders.
ICICI Securities was officially delisted in March 2025 and became a wholly owned subsidiary of ICICI Bank. Gupta’s legal team argued before the court that the delisting process was opaque, rushed, and “shocking” in its execution.
In response, legal representatives for ICICI Securities pointed out that Gupta had actively traded in the company’s shares, including transactions as recent as August 2024—undermining claims of unfairness.
The delisting followed strong shareholder backing: nearly 72% of votes were in favour of the merger scheme between ICICI Securities and its parent ICICI Bank.
The vote was conducted in accordance with a February 14, 2024, order from the National Company Law Tribunal (NCLT), and involved 161 equity shareholders and their representatives.
ICICI Securities Shares Delisting Timeline
In June 2023, ICICI Bank announced plans to delist ICICI Securities and merge it as a wholly owned subsidiary through a share swap arrangement, offering 67 shares of ICICI Bank for every 100 shares of ICICI Securities.
The record date for the transaction was set as March 24, 2025. The proposal gained strong shareholder support, with over 93% of total equity shareholders and nearly 72% of public shareholders voting in favor.
Regulatory approvals followed from both the Mumbai and Ahmedabad benches of the National Company Law Tribunal (NCLT), which cleared the merger despite objections from some minority investors.
The Securities and Exchange Board of India (SEBI) also granted an exemption from the reverse book-building (RBB) process, easing the path for the merger.
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