Description

SEBI has issued amendments 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. These amendments will come into force thirty days from the date of their publication in the Official Gazette. All listed companies are required to take note and ensure compliance with the amended regulations.

Key Points

  • SEBI notification F. No. SEBI/LAD-NRO/GN/2025/283 issued on December 3, 2025
  • Amends the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • Regulations named as SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025
  • All listed companies must comply with the amended regulations
  • Notification attached with circular for reference

Regulatory Changes

The circular announces amendments to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The specific details of the amendments are contained in the attached SEBI notification F. No. SEBI/LAD-NRO/GN/2025/283. Companies should review the complete notification to understand the exact nature and scope of regulatory changes.

Compliance Requirements

  • All listed companies must review the attached SEBI notification
  • Companies must ensure compliance with the amended takeover regulations
  • Stakeholders involved in substantial acquisitions should familiarize themselves with the new requirements
  • Companies should update internal policies and procedures to align with amended regulations

Important Dates

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

Impact Assessment

These amendments to the takeover regulations will have significant impact on all stakeholders involved in substantial acquisitions and takeovers of listed companies. The changes affect the legal and procedural framework governing acquisitions, which could influence M&A activity, disclosure requirements, and compliance obligations. Listed companies, acquirers, institutional investors, and market intermediaries should carefully review the amendments to ensure continued compliance and adjust their acquisition strategies accordingly. The thirty-day implementation period provides a transition window for stakeholders to adapt to the new regulatory framework.

Impact Justification

Amendments to takeover regulations affect all listed companies and stakeholders involved in substantial acquisitions. Changes to fundamental acquisition framework have broad market-wide compliance implications.