SEBI Clarifies Off-Market Share Sale Not a Public Issue

Sebi, the Indian securities regulator, said that if a company sells unlisted shares to 200 or fewer people in a year, it isn’t treated as a public sale.

This rule applies to sales made by existing shareholders, not by the company itself.

IDBI Bank asked Sebi for help because it wanted to sell its unlisted shares to private buyers.

Sebi said the sale can be private, non‑advertised, and can still honor the company’s right of first refusal.

The rule also says that if the buyers are qualified institutional buyers, they don’t count toward the 200‑person limit.

So, as long as the sale stays under 200 buyers, it’s fine.