THE GAZETTE OF INDIA

1 · Substituted by the SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013, for the full stop.

2 · [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 3 [ Innovators Growth Platform] of a recognised stock exchange.]

2 · Proviso substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2015, w.e.f. 14-8-2015. Prior to its substitution, said Proviso, as inserted by the SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013, w.e.f. 8-10-2013, read as under :

3 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2021, w.e.f. 05-05-2021. Prior to its substitution, it read as, "institutional trading platform".

4 · [(fa) "Delisting Regulations" means the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;]

6 · [(ja) "fugitive economic offender" shall mean an individual who is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018)]

4 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021.

5 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to the amendment, it read as "is made".

6 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018.

7 · [(ma) "listing regulations" means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.]

7 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018.

8 · [(viiia) an alternative investment fund and its sponsor, trustees, trustee company and manager;]

8 · Inserted by the SEBI (Alternative Investment Funds) Regulations, 2012, w.e.f. 21-5-2012.

9 · Omitted by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014. Prior to its omission, item (ix) read as under :

10 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to the amendment, the clause read as:

11 · [(zaa) "valuer" shall have the same meaning as assigned to it under section 247 of the Companies Act, 2013 (18 of 2013) as amended from time to time;]

12 · [(ze) "wilful defaulter" means any person who is categorized as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes any person whose director, promoter or partner is categorized as such;]

13 · [(zf)] "working day" means any working day of the Board.

11 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.

12 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2016, w.e.f. 25-05-2016.

13 · Clause (ze) renumbered as clause "(zf)" by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2016, w.e.f. 25-05-2016.

14 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to the amendment, it read as "Companies Act, 1956 (1 of 1956)".

15 · [Provided that the acquisition beyond five per cent but upto ten per cent of the voting rights in the target company shall be permitted for the financial year 2020-21 only in respect of acquisition by a promoter pursuant to preferential issue of equity shares by the target company.]

16 · [Provided further that, acquisition pursuant to a resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016 [No. 31 of 2016] shall

15 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2020, w.e.f. 16-06-2020.

16 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2018, w.e.f. 31-05-2018.

17 · [(4) Nothing contained in this regulation shall apply to acquisition of shares or voting rights of a company by the promoters or shareholders in control, in terms of the provisions of Chapter VI-A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.]

18 · [(5) For the purpose of this regulation, any reference to "twenty-five per cent" in case of listed entity which has listed its specified securities on Innovators Growth Platform shall be read as "forty-nine per cent".]

17 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2016, w.e.f. 17-02-2016.

18 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2021, w.e.f. 05-05-2021.

19 · [Delisting Offer.

5A · (1) Notwithstanding anything contained in these regulations, in the event the acquirer makes a public announcement of an open offer for acquiring shares of a target company in terms of regulations 3, 4 or 5, he may delist the company in accordance with provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009:

5A · (1) Notwithstanding anything contained in these regulations and the Delisting Regulations, in the event the acquirer makes a public announcement of an open offer for acquiring shares or voting rights or control of a target company in terms of subregulation (1) of regulation 3, regulation 4 or regulation 5, the acquirer may seek the delisting of the target company by making a delisting offer in accordance with this regulation:

20 · [The relaxation from the first proviso is granted till March 31, 2021.]

21 · [(4) For the purpose of this regulation, any reference to "twenty-five per cent" in case of listed entity which has listed its specified securities on Innovators Growth Platform shall be read as "forty-nine per cent".]

22 · [6A. Notwithstanding anything contained in these regulations, no person who is a wilful defaulter shall make a public announcement of an open offer for acquiring shares or enter into any transaction that would attract the obligation to make a public announcement of an open offer for acquiring shares under these regulations:

20 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2020, w.e.f. 16-06-2020.

21 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2021, w.e.f. 05-05-2021.

22 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2016, w.e.f. 25-05-2016.

23 · [6B. Notwithstanding anything contained in these regulations, no person who is a fugitive economic offender shall make a public announcement of an open offer or make a competing offer for acquiring shares or enter into any transaction, either directly or indirectly, for acquiring any shares or voting rights or control of a target company.]

23 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018.

24 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "total shares of".

25 · [Provided that if the open offer has been made by an acquirer under subregulation (1) of regulation 3, regulation 4 or regulation 5 and the acquirer has stated upfront his intention to retain the listing of the target company in the public announcement and the detailed public statement issued pursuant to an open offer in accordance with these regulations, the acquirer may alternatively undertake a proportionate reduction of the shares or voting rights to be acquired pursuant to the underlying agreement for acquisition/ subscription of shares or voting rights and the purchase of shares so tendered, upon the completion of the open offer process such that the resulting shareholding of the acquirer in the target company does not exceed the maximum permissible non-public shareholding prescribed under the Securities Contract (Regulation) Rules, 1957:

25 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021.

26 · [(5) Subject to regulation 5A, the acquirer whose shareholding exceeds the maximum permissible non-public shareholding, pursuant to an open offer under these regulations, shall not be eligible to make a voluntary delisting offer under the Delisting Regulations, unless a period of twelve months has elapsed from the date of the completion of the offer period.]

26 · Substituted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021. Before substitution, sub-regulation 5 read as follows:

27 · [Provided that the price determined as per clause (d) shall not apply in the case of disinvestment of a public sector undertaking by the Central Government or a State Government, as the case may be:

27 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2022, w.e.f. 9-11-2022.

28 · Substituted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the words "the acquirer and the manager to the open offer".

29 · Substituted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the word and symbol "; and".

30 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.

31 · [Provided that the price determined as per clause (e) shall not apply in the case of disinvestment of a public sector undertaking by the Central Government or a State Government, as the case may be:

31 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2022, w.e.f. 9-11-2022.

34 · [Provided that the acquirer and the manager to the open offer shall complete the ongoing valuation assignment which has been undertaken prior to the coming into force of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 within a period of nine months from the date of coming into force of the said regulations.]

32 · Substituted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the words "the acquirer and the manager to the open offer".

33 · Substituted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the symbol ".".

34 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.

35 · Substituted for "Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009", by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021.

36 · [(16) For purposes of clause (e) of sub-regulation (2) and sub-regulation (4), the Board may, at the expense of the acquirer, require valuation of the shares by an independent registered valuer:

36 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025, w.e.f. 03.01.2026. Prior to the substitution, sub-regulation (16) read as under:

37 · [(17) The effect on the price of the equity shares of the target company due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the listing regulations for determination of the offer price under this regulation.]

37 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2024 w.e.f 18.05.2024.

38 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "listing agreement".

39 · Ibid

41 · [Provided that the independent merchant banker (other than the manager to the open offer) or the independent chartered accountant shall complete the ongoing valuation assignment which has been undertaken prior to the coming into force of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 within a period of nine months from the date of coming into force of the said regulations.]

43 · [(6) The effect on the price of the listed equity shares, which are offered as consideration, due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the listing regulations for determination of the price of such equity shares under this regulation.]

40 · Substituted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the words and symbols "independent merchant banker (other than the manager to the open offer) or an independent chartered accountant having a minimum experience of ten years".

41 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.

42 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "Companies Act, 1956 (1 of 1956)".

43 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2024 w.e.f 18.05.2024.

45 · [Explanation: For the purpose of this sub-clause, the company shall include a body corporate, whether Indian or foreign.]

44 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "listing agreement".

45 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018.

46 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "listing agreement".

47 · Ibid

52 · [(da) acquisition pursuant to a resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016);]

53 · [(f) acquisition pursuant to the provisions of the Delisting Regulations;]

48 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2017, w.e.f 14.8.2017.

49 · Words "or a competent authority" omitted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2019, w.e.f 29.03.2019.

50 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2017, w.e.f 14.8.2017.

51 · Words "or a competent authority" omitted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2019, w.e.f 29.03.2019.

52 · Inserted ibid.

53 · Substituted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

55 · [(i) Acquisition of shares by the lenders pursuant to conversion of their debt as part of a debt restructuring [***] 56 implemented in accordance with the guidelines specified by the Reserve Bank of India:

59 · [(ia) [***] 60 ]

54 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "sub-section (2) of section 87 of the Companies Act, 1956 (1 of 1956)".

55 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2017, w.e.f 14.8.2017. Prior to the substitution, clause (i), inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2015, w.e.f. 05-05-2015, read as follows:

56 · The word "scheme" omitted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2019, w.e.f 29.03.2019.

57 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2019, w.e.f 29.03.2019. Prior to its substitution, the proviso read as follows,-

58 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2019, w.e.f 29.03.2019.

59 · Inserted ibid.

60 · Omitted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2019, w.e.f 29.03.2019. Prior to its omission, clause (ia) read as follows,-

61 · [(j) increase in voting rights arising out of the operation of sub-section (1) of section 106 of the Companies Act, 2013 or pursuant to a forfeiture of shares by the target company, undertaken in compliance with the provisions of the Companies Act, 2013 and its articles of association.]

61 · Inserted by the SEBI(Substantial Acquisition of Shares and Takeovers) (Fourth Amendment) Regulations, 2015, w.e.f. 22-12-2015.

62 · Omitted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2019, w.e.f 29.03.2019. Prior to its omission, sub-regulation (2) read as follows,-

63 · [(2A) An increase in the voting rights of any shareholder beyond the threshold limits stipulated in sub-regulations (1) and (2) of regulation 3, without the acquisition of control, pursuant to the conversion of equity shares with superior voting rights into ordinary equity shares, shall be exempted from the obligation to make an open offer under regulation 3.]

64 · [(2B) Any acquisition of shares or voting rights or control of the target company by way of preferential issue in compliance with regulation 164A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 shall be exempt from the obligation to make an open offer under subregulation (1) of regulation 3 and regulation 4.

63 · Inserted by the SEBI(Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2019, w.e.f. 29-07-2019.

64 · Inserted by the SEBI(Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2020, w.e.f. 22-06-2020.

65 · Inserted by the SEBI(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013.

66 · Substituted for "on which the voting rights so increase" by the SEBI(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013.

67 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "section 77A of the Companies Act, 1956 (1 of 1956)."

68 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "section 77A of the Companies Act, 1956 (1 of 1956)."

69 · Substituted for "on which the voting rights so increase" by the SEBI(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013.

72 · [In respect of any acquisition of or increase in voting rights pursuant to exemption provided for in clause (a) of sub-regulation (1), sub-clause (iii) of clause (d) of subregulation (1), clause (h) of sub-regulation (1), sub-regulation (2), sub-regulation (3) and clause (c) of sub-regulation (4), clauses (a), (b) and (f) of sub-regulation (4), the acquirer shall, within twenty-one working days of the date of acquisition, submit a report in such form as may be specified along with supporting documents to the Board

70 · Inserted by the SEBI (Alternative Investment Funds) Regulations, 2012, w.e.f 21-05-2012.

71 · Ibid.

72 · Substituted by the SEBI (Payment of Fees) (Amendment) Regulations, 2023, w.e.f 01-04-2023. Prior to its substitution, the sub-regulation read as under:

11 · (1) The Board may for reasons recorded in writing, grant exemption from the obligation to make an open offer for acquiring shares under these regulations subject to such conditions as the Board deems fit to impose in the interests of investors in securities and the securities market.

73 · [The acquirer or the target company, as the case may be, shall along with the application referred to under sub-regulation (3) pay a non-refundable fee of rupees five lakh, by way of direct credit into the bank account through NEFT/RTGS/IMPS or online payment using the SEBI Payment Gateway or any other mode as may be specified by the Board from time to time.]

73 · Substituted by the SEBI (Payment of Fees) (Amendment) Regulations, 2023, w.e.f 01-04-2023. Prior to its substitution, the sub-regulation read as under:

74 · Substituted for "special resolution is passed for allotment of shares under sub-section (1A) of section 81 of the Companies Act, 1956" by the SEBI(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013.

76 · [(2A) Notwithstanding anything contained in sub-regulation (2), a public announcement referred to in regulation 3 and regulation 4 for a proposed acquisition of shares or voting rights in or control over the target company through a combination of,-

75 · Substituted for "such increase in the voting rights beyond the relevant threshold stipulated in regulation 3" by the SEBI(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-032013.

76 · Inserted by the SEBI(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013.

77 · The word "and" omitted by Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021.

78 · Substituted for "if any." by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021.

79 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021.

82 · [

80 · Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6-3-2017.

81 · Substituted by the SEBI (Payment of fees) (Amendment) Regulations, 2023 w.e.f. 01-04-2023 for the words "any other mode allowed by RBI or by way of a banker's cheque or demand draft payable in Mumbai in favour of the Board"

82 · Substituted by the SEBI (Payment of fees) (Amendment) Regulations, 2014 w.e.f. 23-05-2014. Prior to its substitution, the table in sub-regulation (1), read as under,

83 · [Provided further that in case of indirect acquisitions where public announcement has been made in terms of clause (e) of sub-regulation (2) of regulation

83 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2020, w.e.f. 01-07-2020.

13 · of these regulations, an amount equivalent to hundred per cent of the consideration payable in the open offer shall be deposited in the escrow account.]

84 · [Provided further that the deposit of securities shall not be permitted in respect of indirect acquisitions where public announcement has been made in terms of clause (e) of sub-regulation (2) of regulation 13 of these regulations]

85 · [Explanation: The cash component of the escrow account as referred to in clause (a) above may be maintained in an interest bearing account, subject to the merchant banker ensuring that the funds are available at the time of making payment to the shareholders.]

84 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2020, w.e.f. 01-07-2020.

85 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018.

86 · [Explanation: (i) Letter of offer may also be dispatched through electronic mode in accordance with the provisions of Companies Act, 2013.

86 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018.

87 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "three working days".

88 · [(6A) The acquirer shall facilitate tendering of shares by the shareholders and settlement of the same, through the stock exchange mechanism as specified by the Board.]

88 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2015, w.e.f. 24-03-2015.

89 · [(11A) Without prejudice to sub-regulation 11, in case the acquirer is unable to make payment to the shareholders who have accepted the open offer within such period, the acquirer shall pay interest for the period of delay to all such shareholders

89 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2020, w.e.f. 01-07-2020.

21 · (1) For the amount of consideration payable in cash, the acquirer shall open a special escrow account with a banker to an issue registered with the Board and deposit therein, such sum as would, together with cash transferred under clause (b) of subregulation (10) of regulation 17, make up the entire sum due and payable to the shareholders as consideration payable under the open offer, and empower the manager to the offer to operate the special escrow account on behalf of the acquirer for the purposes under these regulations.

90 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "three working days".

22 · (1) The acquirer shall not complete the acquisition of shares or voting rights in, or control over, the target company, whether by way of subscription to shares or a purchase of shares attracting the obligation to make an open offer for acquiring shares, until the expiry of the offer period:

91 · [Provided that in case of an offer made under sub-regulation (1) of regulation 20 of these regulations, pursuant to a preferential allotment, the offer shall be completed within the period as provided under sub-regulation (1) of regulation 170 of the Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2018, subject to the non-obstante clause in sub-regulation (4) of regulation 7 of these regulations.]

92 · [Provided further that in case of a delisting offer made under regulation 5A, the acquirer shall complete the acquisition of shares attracting the obligation to

91 · Substituted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021. Before substitution, the proviso read as follows:

92 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2015, w.e.f. 24-03-2015.

97 · [ Explanation. - For the purpose of sub-regulation (2), bank guarantee shall only be issued by such scheduled commercial bank having 'AAA' rating from a credit rating agency registered with the Board, on any of its long term debt instrument.]

98 · [Provided that in case of proportionate reduction of the shares or voting rights to be acquired in accordance with the relevant provision under sub-regulation (4) of regulation 7, the acquirer shall undertake the completion of the scaled down acquisition of shares or voting rights in the target company.]

93 · Substituted for "regulations 3, 4 or 5" by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021.

94 · Substituted for "sub-regulation (1) regulation 18 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009" by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021.

95 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2022, w.e.f. 9-11-2022.

96 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "one hundred per cent of the".

97 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2022, w.e.f. 9-11-2022.

98 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2021, w.e.f. 6-12-2021.

99 · [(2A) Notwithstanding anything contained in sub-regulation (1), an acquirer may acquire shares of the target company through preferential issue or through the stock exchange settlement process, 100 [***] subject to,-

23 · (1) An open offer for acquiring shares once made shall not be withdrawn except under any of the following circumstances,—

99 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013.

100 · Words "other than through bulk deals or block deals," omitted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2020, w.e.f 01-07-2020.

24 · (1) During the offer period, no person representing the acquirer or any person acting in concert with him shall be appointed as director on the board of directors of the target company, whether as an additional director or in a casual vacancy:

101 · Inserted by the SEBI(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013.

102 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "one hundred per cent of the".

26 · (1) Upon a public announcement of an open offer for acquiring shares of a target company being made, the board of directors of such target company shall ensure that during the offer period, the business of the target company is conducted in the ordinary course consistent with past practice.

103 · [Provided further that while providing reasoned recommendations on the open offer proposal, the committee shall disclose the voting pattern of the meeting in which the open offer proposal was discussed.]

103 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2021, w.e.f. 05-05-2021.

27 · (1) Prior to public announcement being made, the manager to the open offer shall ensure that,—

28 · (1) The disclosures under this Chapter shall be of the aggregated shareholding and voting rights of the acquirer or promoter of the target company or every person acting in concert with him.

104 · [(3) For the purposes of this Chapter, the term "encumbrance" shall include,-

104 · Sub-regulation (3) substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2019, w.e.f. 29-07-2019. Prior to its substitution it read as follows,-

29 · (1) 105 [Any acquirer, together with persons acting in concert with him acquiring shares or voting rights in a target company, which taken together aggregates to five per cent or more of the shares of such target company, shall disclose their aggregate shareholding and voting rights in such target company in such form as may be specified:]

106 · [Provided that in case of listed entity which has listed its specified securities on Innovators Growth Platform, any reference to "five per cent" shall be read as "ten per cent"]

107 · [(2) 108 [Any person together] with persons acting in concert with him, holds shares or voting rights entitling them to five per cent or more of the shares or voting rights in a target company, shall disclose the number of shares or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below five per cent, if there has been change in such holdings from the last disclosure made under sub-regulation (1) or under this sub-regulation; and such change exceeds two per cent of total shareholding or voting rights in the target company, in such form as may be specified.]

109 · [Provided that in case of listed entity which has listed its specified securities on Innovators Growth Platform, any reference to "five per

105 · Substituted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021, w.e.f. 1-4-2022. Prior to its substitution, sub-regulation (1) read as under:

106 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2021, w.e.f. 05-05-2021.

107 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013. Prior to its substitution, sub-regulation (2) read as under:

108 · Substituted for "Any person, who together" by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021, w.e.f. 1-4-2022.

109 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2021, w.e.f. 05-05-2021.

113 · [ 30 *** ]

110 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018.

111 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2018 w.e.f. 31-12-2018

112 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2018 w.e.f. 31-12-2018.

113 · Omitted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021, w.e.f. 1-4-2022. Prior to the omission, regulation 30 read as under:

114 · [Provided that the aforesaid disclosure requirement shall not be applicable where such encumbrance is undertaken in a depository.]

115 · [Provided that the aforesaid disclosure requirement shall not be applicable where such encumbrance is undertaken in a depository.]

116 · [(4) The promoter of every target company shall declare on a yearly basis that he, along with persons acting in concert, has not made any encumbrance, directly or indirectly, other than those already disclosed during the financial year.

30 · (1) Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise twenty-five per cent or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified.

114 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021, w.e.f. 1-4-2022.

115 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021, w.e.f. 1-4-2022.

116 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2019 w.e.f. 29-07-2019.

117 · [CHAPTER V-A

31A · (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation 118 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.

117 · Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulations, 2020, w.e.f. 17-04-2020.

118 · The words "in technological aspects" omitted by the SEBI (Regulatory Sandbox) (Amendment) Regulations, 2021, w.e.f. 3-8-2021.

32 · (1) Without prejudice to its powers under Chapter VIA and section 24 of the Act, the Board may, in the interest of investors in securities and the securities market, issue such directions 119 [or any other order] as it deems fit under section 11 or section 11B or section 11D of the Act, including,—

119 · Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018.

121 · [*** ]

120 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "shall have the power to issue directions through guidance notes or circulars".

121 · Omitted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to its omission, it read as "Provided that where any direction is issued by the Board in a specific case relating to interpretation or application of any provision of these regulations, it shall

35 · (1) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, 122 [stands] repealed from the date on which these regulations come into force.

122 · Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to this, it read as "stand".