SEBI says off‑market sale of unlisted shares to up to 200 buyers not a public issue

India's securities regulator SEBI clarified that an off‑market sale of unlisted equity shares by an existing shareholder through private negotiations does not constitute a deemed public issue, provided the number of purchasers does not exceed 200 in a financial year. The guidance was issued in response to a query from IDBI Bank about its proposed divestment of unlisted shares to non‑qualified institutional buyers. SEBI noted that such transactions are secondary transfers, not an offer to the public, and therefore do not trigger public‑issue requirements. It also confirmed that contractual rights such as a right of first refusal can be honoured, and that the Companies Act limits the number of persons in a private placement, with qualified institutional buyers excluded from the count.