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Home / SEBI & Capital Markets / SEBI Takeover Code (SAST) Compliance
Last updated: 2 October 2026
Acquiring, selling or pledging shares of a listed company can trigger disclosure duties or an open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Expertvuw helps acquirers, promoters and listed companies assess triggers and prepare the required filings.
The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 regulate acquisitions of shares, voting rights and control in listed companies. An acquirer, together with persons acting in concert, who crosses 25% voting rights, or who already holds 25% and acquires more than 5% in a financial year, or who acquires control, must make a public announcement of an open offer for at least 26% of the company’s shares.
Below those triggers, the Code still requires continuous disclosure. Acquisitions reaching 5%, and later changes of 2% or more, are reported to the company and the stock exchanges under Regulation 29, and promoters disclose encumbrances on their shares under Regulation 31. Regulation 30 annual disclosures were omitted with effect from 1 April 2022, and many encumbrance disclosures are now captured through the depository system.
Expertvuw maps shareholding and persons acting in concert, tests proposed transactions against trigger thresholds and Regulation 10 exemptions, and prepares disclosures and exemption reports. Where an open offer is required, it is managed by the acquirer’s SEBI-registered merchant banker as manager to the offer, and valuations are obtained from independent registered valuers.
Based on the regulations and circulars referred to on this page. Last updated: 28 September 2026.
Acquiring 25% or more of voting rights requires an open offer (SAST Reg 3(1))
Holders of 25% or more may acquire up to 5% more in a financial year without an open offer (Reg 3(2))
An open offer must be for at least 26% of total shares of the target company (Reg 7(1))
Includes 60 trading-day volume weighted average market price for frequently traded shares (Reg 8(2))
Reaching 5%, then every change of 2% or more, disclosed within two working days (Reg 29)
Stock exchange intimation four working days before and report within four working days after exempt acquisitions (Reg 10(5), 10(6))
Most SAST issues come from how holdings are aggregated rather than from a single large trade.
Holdings of relatives, group entities and co-investors can be aggregated, pushing an acquirer past a threshold unexpectedly.
Inter se transfers and other Regulation 10 exemptions depend on conditions and prior intimations that are easily missed.
Acquiring a holding company or unlisted parent can amount to an indirect acquisition of a listed subsidiary under Regulation 5.
Related services.
Allotments that may interact with takeover thresholds.
PIT Regulations disclosures that run alongside SAST filings.
Voluntary delisting under the SEBI Delisting Regulations.
LODR event disclosures and shareholding patterns.
Direct and indirect holdings of the acquirer and persons acting in concert are compiled.
The proposed transaction is tested against Regulations 3, 4 and 5 for open offer triggers.
Applicable Regulation 10 exemptions and their conditions are checked and documented.
Where an exemption is used, the advance intimation to stock exchanges is prepared.
Regulation 29 disclosures and Regulation 10 reports to exchanges and SEBI are prepared.
If an offer is triggered, work is coordinated with the manager to the offer and valuer.
Disclosure duties continue for as long as holdings stay above the thresholds.
Every change of 2% or more for holders above 5% is disclosed within two working days under Regulation 29(2).
Promoters disclose creation, invocation or release of encumbrance within seven working days under Regulation 31.
Promoters declare within seven working days of financial year end that no undisclosed encumbrances exist (Regulation 31(4)).
Certain exempt acquisitions require a report to SEBI within 21 working days under Regulation 10(7).
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When an acquirer with persons acting in concert reaches 25% or more of voting rights, acquires more than 5% in a financial year while holding 25% or more, or acquires control of the target company.
No. Regulation 30 was omitted by the SAST (Second Amendment) Regulations, 2021, with effect from 1 April 2022. The Regulation 31(4) annual promoter declaration on encumbrances continues.
Inter se transfers among qualifying persons, such as promoters, can be exempt under Regulation 10(1)(a), subject to conditions, advance intimation to the stock exchanges and post-acquisition reporting.
An open offer is managed by a SEBI-registered merchant banker appointed by the acquirer as manager to the offer. Expertvuw supports analysis, documentation and filings around it.
Following the SAST amendments effective January 2026, valuations are carried out by an independent registered valuer as defined with reference to section 247 of the Companies Act, 2013.
ACS – Director, Expertvuw Management Pvt Ltd
Advisory and company secretarial work is handled by Expertvuw’s team. Audits, certifications and representation that the law reserves for Chartered Accountants, advocates or other licensed professionals are provided by independent professionals engaged for your case.