Description

Consolidated regulations governing substantial acquisition of shares, voting rights, and takeovers in listed companies, last amended on December 5, 2025.

Summary

This document presents the consolidated text of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, originally notified on September 23, 2011, and last amended on December 5, 2025. These regulations govern the acquisition of shares, voting rights, and control over listed companies in India, establishing the framework for mandatory open offers, disclosure requirements, and takeover procedures. The regulations apply to direct and indirect acquisitions but exclude companies listed on the Innovators Growth Platform without making a public issue.

Key Points

  • Original notification date: September 23, 2011, with effect 30 days from publication
  • Last amendment: December 5, 2025
  • Legal basis: Powers under Section 30 read with Section 11(2)(h) of SEBI Act, 1992
  • Scope: Applies to direct and indirect acquisition of shares, voting rights, or control over target companies
  • Exclusion: Does not apply to acquisitions in companies listed on Innovators Growth Platform without public issue
  • Key definitions established for: acquirer, acquisition, control, convertible securities, persons acting in concert
  • Control defined as: Right to appoint majority directors or control management/policy decisions through shareholding, management rights, shareholder agreements, voting agreements, or other means
  • Directors/officers not deemed to have control merely by virtue of their position
  • Convertible securities include debt instruments and preference shares convertible to equity

Regulatory Changes

The document reflects multiple amendments since 2011:

  1. 2013 Amendment - Institutional Trading Platform exemption added through SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013

  2. 2015 Amendment - Proviso substituted by Third Amendment Regulations effective August 14, 2015, clarifying exemption scope

  3. 2021 Amendment - “Institutional trading platform” replaced with “Innovators Growth Platform” effective May 5, 2021

  4. Additional amendments - Reference to Delisting Regulations added (definition incomplete in excerpt)

These amendments demonstrate ongoing refinement of takeover regulations to accommodate new market structures and listing platforms.

Compliance Requirements

Based on the preliminary provisions:

  1. Acquirer Obligations: Any person acquiring shares, voting rights, or control must comply with these regulations

  2. Acting in Concert: Persons acting together (individually or collectively) fall under acquirer definition and must comply

  3. Direct and Indirect Acquisitions: Both types of acquisitions trigger regulatory obligations

  4. Control Triggers: Acquisition of control through any means (shareholding, management rights, agreements) requires compliance

  5. Target Company Coverage: Applies to all listed companies except those on Innovators Growth Platform listed without public issue

  6. Documentation: Acquisitions must be properly documented and disclosed per regulatory requirements

Important Dates

  • September 23, 2011: Original notification date
  • October 23, 2011: Regulations came into force (30 days from notification)
  • October 8, 2013: Institutional trading platform exemption effective
  • August 14, 2015: Third amendment effective
  • May 5, 2021: Innovators Growth Platform terminology change effective
  • December 5, 2025: Last amendment date (most recent consolidation)

Impact Assessment

Market Impact: These regulations form the cornerstone of India’s takeover framework, ensuring fair treatment of minority shareholders and market transparency. The consolidated version provides clarity on cumulative regulatory changes over 14 years.

Operational Impact:

  • Acquirers must carefully evaluate control triggers and shareholding thresholds
  • Legal and compliance teams require updated regulatory text for transaction structuring
  • Exemption for Innovators Growth Platform provides flexibility for startups and growth companies
  • Definition of “control” encompasses multiple pathways beyond direct shareholding

Compliance Impact:

  • All M&A transactions in listed securities must be evaluated against these provisions
  • Disclosure obligations apply to both direct and indirect acquisitions
  • Persons acting in concert face combined obligation assessment
  • December 2025 amendments require review of existing compliance frameworks

Investor Protection: Regulations ensure acquirers cannot circumvent obligations through indirect structures or concert arrangements, protecting minority shareholder interests during change of control situations.

Impact Justification

Fundamental regulatory framework governing all takeovers and substantial acquisitions in Indian capital markets. Updated consolidated version with amendments through December 2025 is critical reference document for M&A transactions, investor disclosures, and compliance obligations.