Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

LAD-NRO/GN/2011-12/24/30181 · 2025-12-05 · Securities and Exchange Board of India

Summary

This part contains Chapter I Preliminary of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended upto December 5, 2025, covering short title, commencement and applicability. It states the regulations come into force on the thirtieth day from publication in the Official Gazette and apply to direct and indirect acquisition of shares or voting rights in, or control over a target company. It defines key terms including acquirer, acquisition, control, convertible security, enterprise value, frequently traded shares, fugitive economic offender, identified date, immediate relative, offer period and persons acting in concert, and exempts companies listed without making a public issue on the Innovators Growth Platform. This part continues the definition of persons acting in concert to include collective investment schemes, venture capital funds, alternative investment funds, merchant bankers, portfolio managers, banks, financial advisors, stock brokers and investment companies with specified provisos and an Explanation defining associate. It defines postal ballot, promoter, promoter group, public sector undertaking, shares, target company, tendering period

Text

These regulations may be called the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

These regulations shall come into force on the thirtieth day from the date of their publication in the Official Gazette.

These regulations shall apply to direct and indirect acquisition of shares or voting rights in, or control over target company

Provided that these regulations shall not apply to direct and indirect acquisition of shares or voting rights in, or control over a company listed without making a public issue, on the Innovators Growth Platform of a recognised stock exchange.

“acquirer” means any person who, directly or indirectly, acquires or agrees to acquire whether by himself, or through, or with persons acting in concert with him, shares or voting rights in, or control over a target company;

“acquisition” means, directly or indirectly, acquiring or agreeing to acquire shares or voting rights in, or control over, a target company;

“Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

“Board” means the Securities and Exchange Board of India established under section 3 of the Act;

“control” includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner: Provided that a director or officer of a target company shall not be considered to be in control over such target company, merely by virtue of holding such position;

“convertible security” means a security which is convertible into or ex-changeable with equity shares of the issuer at a later date, with or without the option of the holder of the security, and includes convertible debt instruments and convertible preference shares;

“Delisting Regulations” means the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

“disinvestment” means the direct or indirect sale by the Central Government or any State Government or by a government company, as the case may be, of shares or voting rights in, or control over, a target company, which is a public sector undertaking;

Source: SecMarx — Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.