# India Takeover Code (SAST) - SEBI Regulation 29 Explained

The SEBI Takeover Code in plain language: ownership thresholds, Reg 29(1)/29(2) disclosures, when a 25% crossing forces an open offer, acquisition modes, and the famous takeover battles that show it in action.

Source data: NSE SAST Regulation 29 filings; Jan 2024 onwards. Last updated: 2026-07-02. Interactive tool: https://vigil.tigzig.com/docs/sast

SAST stands for **Substantial Acquisition of Shares and Takeovers** - SEBI's regulations governing what happens when someone buys a large stake in a listed company (the SEBI SAST Regulations, 2011, commonly called India's "Takeover Code"). The idea: if you quietly buy up shares and cross certain thresholds, you must disclose it; and if you cross 25% you must make an open offer - a public bid to buy more shares from all other shareholders at a fair price - protecting minority shareholders when control changes hands. VIGIL tracks the **Regulation 29** disclosures: whenever someone crosses 5% ownership, or their holding changes by 2% or more after that, they must file within 2 working days.

[Open the live VIGIL Takeover (SAST) view](https://vigil.tigzig.com/docs/sast) for the full, filterable disclosure feed.

## The key thresholds

| Threshold | What happens | Regulation |
| --- | --- | --- |
| 5% shareholding | Must disclose to the exchange within 2 working days | Reg 29(1) |
| Every 2% change (after 5%) | Must disclose again each time holding changes by 2% or more | Reg 29(2) |
| 25% shareholding | Mandatory open offer triggered - must offer to buy 26% more from all shareholders | Reg 3(1) |
| 25-75% + buying over 5%/year | Holding 25-75% and buying more than 5% in a financial year triggers an open offer | Reg 3(2) |
| Acquiring control | Gaining control (even without crossing 25%) triggers an open offer | Reg 4 |
| 75% cap | No one may exceed 75% (minimum 25% must remain with the public) | SEBI LODR |

**Open offer size:** mandatory offers (Reg 3/4/5) require a bid for at least 26% of total shares; voluntary offers (Reg 6) at least 10%. The offer price has a floor based on historical trading prices and the price paid to the seller. Source: [SEBI Master Circular for SAST (Feb 2023)](https://www.sebi.gov.in/legal/master-circulars/feb-2023/master-circular-for-substantial-acquisition-of-shares-and-takeovers_68091.html).

## Regulation 29(1) vs 29(2)

**Reg 29(1) - Initial 5% disclosure:** a one-time event, filed when someone (with persons acting in concert) first crosses 5%. **Reg 29(2) - Continual 2% change disclosure:** an ongoing obligation - once past 5%, every 2%+ move (buying or selling) triggers a fresh filing, creating a trail investors can follow (e.g. 7% to 9% is a 29(2) filing; selling 9% down to 6% is another). In VIGIL's data about 87% of filings are Reg 29(2) and 13% are Reg 29(1). Source: [SEBI Reg 29 Disclosure Formats (Oct 2011)](https://www.sebi.gov.in/legal/circulars/oct-2011/circular-specifying-the-formats-for-disclosures-under-regulation-29-1-and-2-of-sebi-substantial-acquisition-of-shares-and-takeovers-regulations-2011_20931.html).

## Who has to file?

Unlike insider trading (which covers only company insiders), SAST applies to anyone crossing the thresholds:

- **Promoters** - controlling shareholders / founders; about 70% of SAST filings are by promoters (marked "Y" in the Promoter column).

- **Non-Promoters** - institutional investors, PE/VC funds, mutual funds, FPIs, or any external party building a stake. Often the most interesting filings - someone outside the company is accumulating shares, possibly as a precursor to a takeover or activist campaign.

- **Persons Acting in Concert (PAC)** - multiple entities working together are treated as one group, with holdings combined for threshold calculations. Promoter-group members (family trusts, holding companies) are deemed to be acting in concert by default.

## How shares are acquired

| Mode | What it means | Signal |
| --- | --- | --- |
| Open Market | Buying / selling through the regular stock exchange | Deliberate stake building - the acquirer is actively buying |
| Inter-se Transfer | Transfer between promoter-group members (e.g. founder to family trust) | Usually internal restructuring, not a change in control |
| Preferential Allotment | Company issues new shares directly to the acquirer at a negotiated price | Often part of a fundraising or strategic investment |
| Rights Issue | New shares offered to existing holders pro-rata | If only the promoter subscribes, their percentage rises |
| Others | Off-market block deals, gift, inheritance, encumbrance invocation, etc. | Context-dependent - succession to forced sale |

In VIGIL's data, Open Market is about 53% of filings, followed by Others (33%) and Inter-se Transfer (9%).

## How SAST differs from Insider Trading (PIT)

| | SAST (Takeover Code) | PIT (Insider Trading) |
| --- | --- | --- |
| Who | Anyone crossing a threshold - promoters, PE firms, acquirers, any investor | Company insiders only - promoters, directors, KMPs, designated employees, relatives |
| What | Only large acquisitions (5%+ threshold, 2%+ changes) | ALL insider trades, even small ones (above Rs 10 lakh/quarter) |
| Purpose | Takeover transparency - a big stake is being built and minority holders deserve to know | Information fairness - are insiders trading on non-public information? |
| Volume | ~9,700 records in 2 years (fewer, bigger deals) | ~31,000 records in 2 years (many small trades) |
| Red flag | Hostile takeovers, promoter stake changes, PE exits, control shifts | Unusual insider selling before bad news, bulk buying before good news |

There is overlap - a promoter buying a large block can appear in both - but the angle differs. See the [Insider Trading](/vigil/insider-trading) page for the PIT side.

## Real-world takeover examples

SAST disclosures have been at the center of some of India's most high-profile corporate battles:

### L&T vs Mindtree - India's first IT hostile takeover (2019)

Mindtree co-founder V.G. Siddhartha sold his 20.4% stake to L&T in March 2019; L&T then bought more on the open market, crossing 25% and triggering a mandatory open offer for 31% more. The founders fought back but found no white knight; L&T ended with ~60% and the co-founders resigned. In 2022 Mindtree merged with L&T Infotech to form LTIMindtree. The Reg 29 disclosures showing L&T going 0% to 28.9% within days were the clear early warning.

### Adani Group vs NDTV - the indirect acquisition (2022)

In 2009 NDTV's founders borrowed Rs 403 crore by pledging their 29% stake and issuing convertible warrants. In August 2022 Adani quietly acquired the entity holding those warrants, gaining the right to convert them into a 29.18% stake - crossing 25% and triggering a mandatory open offer. After the offer, the Roy founders sold their remaining 27% to Adani (~65% total). This showed how indirect acquisitions (buying a holding company with conversion rights) trigger SAST obligations under Regulation 5.

### Burman Family (Dabur) vs Religare - the 16-month board battle (2023-2025)

The Burman family built a Religare stake via open-market purchases, crossing 25% in September 2023 and triggering a mandatory open offer at Rs 235/share. Management fiercely opposed it - delaying applications, questioning the offer price - until SEBI intervened and RBI approved the deal in December 2024. The Reg 29(2) continual disclosures showed steady accumulation, each 2% filing signalling intent.

### Invesco vs Zee Entertainment - shareholder activism (2021)

Invesco, holding 17.88% of Zee, demanded removal of the MD/CEO and six new directors - a fight for control via board changes rather than a straight acquisition. Zee argued that gaining board control would amount to acquiring "control" under SAST and require an open offer. The case reached the Bombay High Court; Invesco withdrew after Zee announced a (later-collapsed) Sony merger. It raised the question: does replacing a majority of the board amount to acquiring control under SAST?

### Bain Capital vs Manappuram Finance - PE-driven acquisition (2025)

In March 2025 Bain Capital agreed to acquire an 18% stake in Manappuram Finance (a leading gold-loan NBFC) for approximately USD 508 million, with plans to raise to 40%+ via a mandatory open offer - a major private-equity acquisition of a listed Indian NBFC requiring both SEBI SAST compliance and RBI approval.

## Why SAST disclosures matter for investors

- **Stake building = something big may be coming.** Repeated Reg 29(2) filings showing rising ownership often precede an open offer, takeover bid, or strategic investment. In every major takeover above, the Reg 29 trail was visible first.

- **Promoter selling = potential control shift.** Significant promoter reduction (via open-market sales, not inter-se transfers) can signal lost interest, debt distress, or an impending exit.

- **Non-promoter accumulation = activist or acquirer.** An external PE firm, hedge fund, or strategic buyer filing Reg 29 means they are building a meaningful position - exactly how the Burman-Religare saga began.

- **Open offer = guaranteed exit at a set price.** When triggered, all shareholders can sell at the SEBI-regulated offer price (which has a floor) - a concrete benefit of the Takeover Code for minority investors.

## Coverage

Data from January 2024 onwards, 1,370+ unique companies (all NSE-listed equities), 9,700+ disclosures and growing, synced from NSE multiple times daily. Each record includes the acquirer name, company, shares acquired/sold, percentage holding before and after, acquisition mode, and the original filing attachment. Source: NSE's SAST Regulation 29 filing system.

## References and key terms

**SEBI:** [SAST Regulations 2011 (consolidated, Nov 2024)](https://www.sebi.gov.in/legal/regulations/nov-2024/securities-and-exchange-board-of-india-substantial-acquisition-of-shares-and-takeovers-regulations-2011-last-amended-on-november-28-2024-_89272.html) · [Master Circular for SAST (Feb 2023)](https://www.sebi.gov.in/legal/master-circulars/feb-2023/master-circular-for-substantial-acquisition-of-shares-and-takeovers_68091.html). **NSE:** [Reg 29 (Promoters)](https://www.nseindia.com/companies-listing/corporate-filings-regulation-29) · [Reg 29 (Non-Promoters)](https://www.nseindia.com/companies-listing/corporate-filings-regulation-29-non-promoters).

- **Open Offer** - a public bid to buy a specified percentage of shares from all holders at a regulated price; mandatory when crossing 25% or acquiring control.

- **PAC (Persons Acting in Concert)** - multiple cooperating entities whose holdings are aggregated; promoter-group members are deemed PAC by default.

- **Creeping Acquisition** - gradually increasing a stake (up to 4.99%/year is allowed without an open offer for holders between 25-75%).

- **Indirect Acquisition** - acquiring control by buying the parent / holding company (as Adani did to reach NDTV).

- **Reg 29(3)** - holders of 25%+ must make an annual disclosure as of March 31 each year, even with no change.

[Open the live VIGIL Takeover (SAST) view on TIGZIG](https://vigil.tigzig.com/docs/sast), or see the related [Insider Trading](/vigil/insider-trading) page and [all VIGIL data sources](/vigil/data-sources).

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Source: https://www.tigzig.com/vigil/sast