What Is a Voluntary Open Offer? SEBI Regulation 6

A voluntary open offer is an open offer nobody forced the acquirer to make. Regulation 6(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), entitles an acquirer who, together with persons acting in concert, already holds 25 percent or more but less than the maximum permissible non-public shareholding to announce one, so long as the aggregate holding after the offer completes does not exceed that maximum. The floor of 25 percent is the point: a voluntary open offer is a tool for an existing large holder consolidating a position, not an entry route for an outsider. It is also the only open offer whose size is measured in additional voting rights rather than a flat 26 percent.

What is a voluntary open offer, and who may make one?

Three tests sit in Regulation 6(1) and its provisos:

1. The floor. The acquirer with its persons acting in concert must already hold 25 percent or more. For a company listed on the Innovators Growth Platform, Regulation 6(4) reads that 25 percent as 49 percent.
2. The ceiling. The holding after the offer completes must not exceed the maximum permissible non-public shareholding, which is the mirror of the minimum public shareholding requirement; see how to check minimum public shareholding.
3. The 52-week bar. Under the first proviso, an acquirer or person acting in concert that acquired shares of the target in the preceding fifty-two weeks without attracting an open offer obligation is not eligible. The consolidation records a relaxation from this proviso granted only until 31 March 2021, so the bar is live.

A fourth rule applies once the offer is announced: the second proviso stops the acquirer buying any shares during the offer period other than under the open offer itself.

How is a voluntary open offer sized?

Regulation 7(2) sets both ends. The offer must be for at least such number of shares as would entitle the holder to exercise an additional ten percent of the voting rights in the target, and it may not exceed the number that would push the acquirer and its persons acting in concert past the maximum permissible non-public shareholding. That is a different rule from the mandatory route, where Regulation 7(1) fixes the offer at a minimum of 26 percent of total shares; see what a SAST open offer is.

One exception opens the ceiling. Where a competing offer is announced, the proviso to Regulation 7(2) lets the voluntary acquirer increase its offer to as many shares as it deems fit, provided the increase is made within fifteen working days of the competing offer's public announcement. Regulation 7(3) then provides that on opting to increase the offer size, "such open offer shall be deemed to have been made under sub-regulation (2) of regulation 3 and the provisions of these regulations shall apply accordingly".

What is the six-month standstill after a voluntary open offer?

Regulation 6(2) bars the acquirer and its persons acting in concert from acquiring any shares of the target for six months after the open offer completes, except pursuant to another voluntary open offer. A proviso carves out one case: the standstill does not stop the acquirer making a competing offer if somebody else announces an open offer for the target. Regulation 6(3) excludes shares received through a bonus issue or a stock split from the dis-entitlement, so a corporate action does not put an acquirer in breach.

Two named classes cannot use the route at all. Regulation 6A bars a wilful defaulter from making an open offer, while preserving its right to make a competing offer, and Regulation 6B bars a fugitive economic offender from making an open offer or a competing offer.

Where does a voluntary open offer show up in the filings?

It is visible before it is announced. An acquirer at 25 percent or more is already inside Regulation 29, so its accumulation is reported in dated SAST disclosures at 5 percent and on every later 2 percent change, and its holding appears each quarter in the shareholding pattern. The announcement itself, the detailed public statement and the letter of offer are filed with the exchanges. The six-month standstill is then checkable against the same records: no further acquisition should appear in that window.

Flock reads these disclosures from the exchange record and keeps each holding dated and linked back to its filing. Whether a voluntary open offer changes your reading of a company is your call to make. This is not investment advice.