MX Ltd. (Target Company) is a listed company. The company has 2 promoters, namely Namita and Sunita who holds paid up equity shares representing 29% and 40% respectively, making the aggregate shareholding of the promoter

Explanation to Regulation 3(2) of the SAST Regulations states that- For the purpose of determining the quantum of acquisition of additional voting rights, the gross acquisitions alone shall be taken into account regardless of any intermittent fall in shareholding or voting rights whether owing to disposal of shares held or dilution of voting rights owing to fresh issue of shares by the target company. Further Regulation 3(3) of the SAST Regulations provides that acquisition of shares by any person, such that the individual shareholding of such person acquiring shares exceed the stipulated thresholds, shall also be attracting the obligation to make an open offer for acquiring shares of the target company irrespective of where there is a change in the aggregate shareholding with persons action in concert. Hence, in view of the above provisions requiring gross acquisition and individual shareholding to consider for the purpose of the SAST Regulations, even though the conversion of warrants by Namita does not cause the aggregate promoter shareholding to breach the stipulated thresholds i.e. 5% under Regulation 3(2), Namita, in her individual capacity would be required to make an open offer under Regulation 3(2) of the SAST Regulations.