valid as on 23/04/2024

Regulation 29. Disclosure of acquisition and disposal
Effective date 23.10.2011

Disclosure of acquisition and disposal.

29. 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 their aggregate shareholding and voting rights in such target company as may be specified.

(1) Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, aggregating to five per cent or more of the shares of such target company, shall their aggregate shareholding and voting rights in such target company in such form as may be specified.

  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”.
Any person, who 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 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, as may be specified.

 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” and any reference to “two per cent” shall be read as “five per cent”.
(2) Any acquirer, who 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 every acquisition or disposal of shares of such target company representing two per cent or more of the shares or voting rights in such target company in such form as may be specified.

3. The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within two working days of the receipt of intimation of allotment of shares, or the acquisition of shares or voting rights in the target company to,—

a. every stock exchange where the shares of the target company are listed; and

b. the target company at its registered office.

 For the purposes of this regulation, shares taken by way of encumbrance shall be treated as an acquisition, shares given upon release of encumbrance shall be treated as a disposal, and disclosures shall be made by such person accordingly in such form as may be specified:

Provided that such requirement shall not apply to a scheduled commercial bank or public financial institution as pledgee in connection with a pledge of shares for securing indebtedness in the ordinary course of business.

.- For the purpose of this sub-regulation, –

A. a “housing finance company” means a housing finance company registered with the National Housing Bank for carrying on the business of housing finance and is either
deposit taking or having asset size worth rupees five hundred crores or more; and

B. a “systemically important non-banking financial company” shall have the same meaning as assigned to it in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Substituted vide Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021 dated 13.08.2021. To view the notification, Click Here
  1. Refer SEBI Circular dated 07.03.2022 Automation of disclosure requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011-System Driven Disclosures – Ease of doing business. To view the circular, Click Here
  2. Refer SEBI Circular dated 23.09.2020 on capturing of PAN by Companies under System Driven Disclosures. To view the circular, Click Here
  3. Refer Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated 28.05.2018. To view the circular, Click Here
Refer the updated formats of the documents under the SEBI Master Circular dated 16.02.2023 for the Takeover Regulations, 2011. To view the Master Circular, Click here.
  1. Refer SEBI Circular dated 23.09.2020 on capturing of PAN by Companies under System Driven Disclosures. To view the circular,Click Here
  2. Refer Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated 28.05.2018. To view the circular,Click Here
Inserted vide SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Substituted by the SEBI(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013, w.e.f. 26-03-2013. To view the notification,Click Here
Substituted vide Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021 dated 13.08.2021. To view the notification, Click Here
  1. Refer SEBI Circular dated 23.09.2020 on capturing of PAN by Companies under System Driven Disclosures. To view the circular,Click Here
  2. Refer Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated 28.05.2018. To view the circular,Click Here
Refer the updated formats of the documents under the SEBI Master Circular dated 16.02.2023 for the Takeover Regulations, 2011. To view the Master Circular, Click here.
Inserted vide SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here
Inserted vide Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018 notification dated 11.09.2018. To view the notification, Click Here
Not applicable for Scheduled Commercial Bank or Public Financial Institution. Refer Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated 28.05.2018. To view the circular,Click Here
Inserted vide the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2018 dated 31.12.2018. To view the Notification, Click Here.
Inserted vide the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2018 dated 31.12.2018. To view the Notification, Click Here.

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


Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2021 dated 05.05.2021


Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018 dated 11.09.2018


Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021 dated 13.08.2021


The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Third Amendment) Regulations, 2018 dated 31.12.2018


Circular on System-Driven Disclosures (SDD) under SEBI (SAST) Regulations, 2011 dated 23.09.2020


Circular on System-driven Disclosures in Securities Market vide Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated 28.05.2018


SEBI Circular dated 07.03.2022 regarding automation of disclosure requirements under SEBI (SAST) Regulations, 2011-System Driven Disclosures – Ease of doing business.


SEBI Master Circular dated 16.02.2023 for Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011


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