What Is a Competing Offer Under the Takeover Code?

A competing offer under SEBI's Takeover Code is a rival open offer for the same target company. Regulation 20(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, read in the consolidation last amended on 5 December 2025 (read on 19 September 2026), gives any person other than the first acquirer fifteen working days from the date of that acquirer's detailed public statement to announce one. The clock runs from the detailed public statement, not from the first public announcement, which is the detail most summaries blur. After Regulation 20(4) applies, there is no senior bid and no junior bid: the first offer and every later one are all competing offers and the same rules govern them.

What is a competing offer under SEBI's Takeover Code, and who may make one?

Regulation 20(1) opens the door to "any person, other than the acquirer who has made such public announcement". There is no shareholding qualification and no requirement to already hold a stake, but two people are shut out by name. Regulation 6A bars a wilful defaulter from making an open offer while expressly preserving its right to make a competing offer under Regulation 20. Regulation 6B goes further and bars a fugitive economic offender from making an open offer or a competing offer at all.

Regulation 20(3) says the rival offer is not treated as a voluntary open offer under Regulation 6, even though it is voluntary in the ordinary sense. That matters because the voluntary route carries its own eligibility bar and its own minimum size, neither of which applies here.

How big does a competing offer have to be?

Regulation 20(2) sets a floor rather than a percentage. The rival offer must be for such number of shares which, taken together with what the rival acquirer and its persons acting in concert already hold, is at least equal to the holding of the first acquirer, counting both the shares it proposes to acquire under its offer and any underlying agreement for sale of shares that triggered the offer.

In plain terms, a challenger cannot bid for a token slice. It has to be able to end up with at least as much of the company as the first bidder would. A mandatory open offer's own floor of 26 percent under Regulation 7(1) is described in what a SAST open offer is.

There is a matching provision on the other side. Where the first offer was a voluntary one under Regulation 6, the proviso to Regulation 7(2) lets that acquirer increase its offer size to whatever number of shares it deems fit once a competing offer is announced, provided the increase is made within fifteen working days of the competing offer's public announcement.

What happens to the timetable once a competing offer is announced?

The offers merge into one schedule. Regulation 20(8) requires the schedule of activities and the tendering period for all competing offers to be carried out on identical timelines, and the last date for tendering shares into every competing offer stands revised to the last date of the competing offer made last. A late challenger therefore pushes out the closing date for everyone, including the original bidder.

Regulation 20(5) closes the window afterwards. Once the fifteen working days have passed, no person may announce an open offer, or enter into a transaction that would trigger one, until the offer period expires. Regulation 20(7) shuts the window from the start in two cases: an open offer for shares pursuant to disinvestment under Regulation 13(2)(d), and an open offer made pursuant to a relaxation granted by SEBI under Regulation 11(2).

Regulation 20(9) is the price ratchet. An acquirer whose competing offer came earlier may revise its terms, but only if the revision is more favourable to the target's shareholders, and the proviso allows upward revisions of the offer price at any time up to one working day before the tendering period begins. That was three working days until the Second Amendment of 2018 took effect on 11 September 2018.

Can a competing offer be conditional?

Only in one situation. Regulation 20(6) says that unless the open offer first made is itself conditional as to the minimum level of acceptances, no competing offer may be conditional as to minimum acceptance. A conditional first bid lets challengers match that structure; an unconditional first bid forces every challenger to bid unconditionally too.

One more consequence follows from the contest itself, and it is broader than the rule for a single offer. Regulation 24(3) provides that during the pendency of competing offers, and regardless of the size of the cash deposited by any acquirer in the open offer escrow account, "there shall be no induction of any new director to the board of directors of the target company". Not merely no director representing a bidder: no new director at all. The only proviso is death or incapacitation, and even then the vacancy may be filled only subject to shareholder approval by postal ballot. The board is frozen while the contest runs.

Where does a competing offer show up in the filings?

In three places, all dated and public. The public announcement and the detailed public statement are filed with the stock exchanges. Each bidder's stake building is reported under Regulation 29 as a SAST disclosure once it crosses 5 percent and on every later 2 percent change, which is how a challenger's accumulation becomes visible before it announces. And the settled position lands in the next quarterly shareholding pattern.

Flock reads these disclosures from the exchange record and keeps each one stamped with its filing date and source, so a competing offer for a company you follow is a dated filing rather than a headline. What it means for the company, or for you, is your call to make. This is not investment advice.