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The SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (SAST Regulations) govern direct or indirect acquisitions of shares, voting rights, or control in listed target companies. The primary trigger for a mandatory open offer—providing minority shareholders an exit mechanism—is reaching or exceeding the 25% voting rights threshold. Holdings of Persons Acting in Concert (PACs), under general or deemed categories, aggregate towards triggering open offer and disclosure obligations. Automatic exemptions under Regulation 10 apply to specific transactions like inter-se transfers. Event-based disclosures are mandatory within two working days upon crossing 5% shareholding or subsequent 2% changes.
INTRODUCTION
India’s takeover framework evolved alongside the growth of its securities market, beginning with the introduction of open offer in the Listing Agreement in 1990s and the statutory establishment of SEBI under the SEBI Act, 1992. The first dedicated takeover code was introduced in 1994 and was subsequently replaced by the 1997 Regulations following the recommendations of the Bhagwati Committee. With increasing takeover activity and regulatory experience, SEBI undertook a comprehensive review through the Takeover Regulations Advisory Committee (TRAC),
