Description

SEBI has issued amendment regulations to the Substantial Acquisition of Shares and Takeovers Regulations, 2011, effective thirty days from publication in the Official Gazette.

Summary

SEBI has issued notification F. No. SEBI/LAD-NRO/GN/2025/283 dated December 3, 2025, introducing amendments to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The amendment regulations are titled “Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025” and will come into force thirty days from their publication in the Official Gazette. All listed companies are required to take note and comply with these amendments.

Key Points

  • SEBI notification number: F. No. SEBI/LAD-NRO/GN/2025/283
  • Notification date: December 3, 2025
  • Amends the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • Effective date: Thirty days from publication in the Official Gazette
  • Applies to all listed companies
  • Mandatory compliance required

Regulatory Changes

The circular announces amendments to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. While the specific details of the amendments are not elaborated in this circular, they are contained in the attached notification. These changes will modify the existing framework governing substantial acquisitions of shares and takeover processes in Indian capital markets.

Compliance Requirements

  • All listed companies must take note of the amended regulations
  • Companies must ensure compliance with the new provisions once they become effective
  • Companies should review the attached notification to understand specific changes and their implications
  • Compliance teams should update internal policies and procedures to align with the amended regulations
  • Companies involved in or planning substantial acquisitions or takeovers must factor in the new regulatory requirements

Important Dates

  • December 3, 2025: SEBI notification date
  • December 9, 2025: BSE circular dissemination date
  • Effective Date: Thirty days from publication in the Official Gazette (specific date to be confirmed based on Gazette publication)

Impact Assessment

This amendment has significant implications for the Indian M&A landscape:

Market Impact: The changes will affect all transactions involving substantial acquisition of shares and takeovers of listed companies. Market participants, including acquirers, target companies, and intermediaries, will need to adapt to the new regulatory framework.

Compliance Impact: Listed companies and potential acquirers must review and understand the amendments to ensure compliance. Non-compliance could result in regulatory penalties and transaction delays.

Operational Impact: Companies may need to revise their takeover defense strategies, disclosure processes, and shareholder communication protocols based on the amended provisions. Legal and compliance teams will require training on the new requirements.

Stakeholder Impact: Shareholders, investors, and other stakeholders involved in takeover situations will be affected by any changes to disclosure norms, timelines, or procedural requirements introduced through these amendments.

Impact Justification

Major amendment to takeover regulations affecting all listed companies and acquirers. High importance due to regulatory compliance requirements and broad market impact on M&A transactions.