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ARTICLE · 02 OCTOBER 2026

Open Offer Under SEBI Takeover Code: Triggers, Pricing, Process, Exemptions And Compliance

King, Stubb & Kasiva
King, Stubb & Kasiva
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King, Stubb & Kasiva

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An open offer is a public offer made by an acquirer to purchase shares from the existing public shareholders of a listed company at a specified price when the acquirer acquires a substantial stake in, or control over, that company.

IndiaCorporate/Commercial Law
Pradyun Chakravarty
Pradyun Chakravarty
Mudit Jain
Mudit Jain
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Understanding the concept of an Open Offer

An open offer is a public offer made by an acquirer to purchase shares from the existing public shareholders of a listed company at a specified price when the acquirer acquires a substantial stake in, or control over, that company. It is not a voluntary exercise or a matter of commercial choice. Once the prescribed threshold is crossed, the obligation to make an open offer arises automatically as a matter of law. 

The legal framework governing this obligation is contained in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST Regulations”), more commonly referred to as the Takeover Code. Framed by the Securities and Exchange Board of India (“SEBI“) under the SEBI Act, 1992, the Regulations constitute one of the foundational pillars of India’s securities law regime governing acquisitions, changes in control, and ownership of listed companies. 

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