📌 Introduction

Promoters of listed companies often transfer shares within the family for succession planning, internal restructuring, marriage settlements, or group realignment.
One of the most preferred and tax-efficient modes is transfer of shares by way of Gift.

However, even when the transaction is between promoters who are close relatives, SEBI mandates compulsory filings and timelines.
This blog provides a complete, practical, updated (2025) compliance guide based on actual SEBI SAST, PIT Regulations, and BSE/NSE latest portal behaviour, written from the perspective of a Senior Practising Company Secretary.

📌 Why Gift Between Promoters Is Allowed (Legal Exemption)

As per Regulation 10(1)(a)(i) of the SEBI (SAST) Regulations, 2011:

Inter-se transfer of shares between immediate relatives or between promoters is exempt from open offer.

Therefore, when both promoters are relatives, the gift is:

• Fully permissible

• Not treated as an open-offer event

• Not subject to any premium or valuation

• Not taxable (if relative under Income Tax Act)

BUT → filings under Regulation 10(5), 10(6) and PIT Form C are MANDATORY.

📌 Applicable SEBI Regulations (2025 Updated)

1. Regulation 10(1)(a)(i)

Exemption for inter-se transfer between immediate relatives & promoters.

2. Regulation 10(5)

Prior intimation to Stock Exchange
→ At least 4 working days before gift.

3. Regulation 10(6)

Post-acquisition report to Stock Exchange
→ Within 2 working days of transfer.

4. SEBI PIT Regulations

Gift is treated as a trade, hence:
→ Form C must be filed within 2 trading days.

Trading window restrictions do not apply for a gift.

📌 Complete Step-by-Step Compliance Process

Step 1: Acquirer Promoter Sends Intimation to the Company

The acquirer informs:

• Name of Donor (Promoter)

• Relationship (father, mother, spouse, brother, etc.)

• Quantity of shares

• ISIN & DP details

• Proposed date of gift

CS verifies identity and promoter classification.

Step 2: Company/CS Sends PRIOR Intimation (Regulation 10(5)

Mode of filing:
➡ Email only (BSE/NSE provide no upload option)

Email IDs:

• BSE: corp.relations@bseindia.com

• NSE: cmlist@nse.co.in

Timeline: 4 working days before transfer.

Attachments:

• Covering letter

• Promoter’s request

• Relationship proof

• Shareholding details

Step 3: Execute Gift Deed & Transfer Shares (Off-Market)

• Gift Deed on stamp paper

• Off-Market Instruction Slip (DIS) lodged with DP

• Shares move from donor → acquirer

Stamp Duty: NIL (for listed demat shares)

Step 4: File POST-Acquisition Report (Regulation 10(6)

Timeline: Within 2 working days of gift
Mode: Email to BSE & NSE

Documents to attach:

• Reg 10(6) Annexure

• Gift Deed

• DP transaction statement

• PAN copies (masked)

• Relationship proof

Step 5: File SEBI PIT Form C (For Both Promoters)

Timeline: 2 trading days
Filed to: Stock Exchange + Internal records

Promoter gift is exempt from pre-clearance but still needs reporting.

Step 6: Update Quarterly Shareholding Pattern (Reg. 31)

Company must reflect:

• Increased holding of acquirer

• Reduced holding of donor

• Category remains: “Promoter / Promoter Group”

📌 Documents Required

• Gift Deed

• Relationship proof (Aadhaar/Passport/Family ID)

• Client Master Report (both promoters)

• Off-Market Slip / DIS

• Regulation 10(5) intimation

• Regulation 10(6) report

• PIT Form C (both promoters)

• DP Transaction Statement

📌 Common Mistakes to Avoid

• ❌Missing the 4 working day advance intimation

• Filing only PIT Form C but missing Reg 10(6)

• Incorrect DP details

• Not masking PAN in filings

• Not attaching relationship proof

• Delay in updating shareholding pattern

📌 Conclusion

Gift of shares between promoter-relatives is a simple and tax-efficient method of promoter restructuring. However, SEBI’s compliance framework is strict, and even a small delay in Reg. 10(5) or Reg. 10(6) may attract regulatory scrutiny.

The role of the Company Secretary is critical:

• Ensuring proper timelines

• Correct email-based filings

• Proper documentation

• Seamless DP transfer

• Clean regulatory reporting

Correct compliance ensures a smooth, risk-free and transparent promoter transfer aligned with corporate governance expectations.

⭐ Detailed Explanation of All SEBI Regulations Mentioned in the Blog

1️⃣ Regulation 10(1)(a)(i) — Exemption for Transfers Between Immediate Relatives

This regulation provides an exemption from open offer obligations when the transfer of shares takes place between immediate relatives.

✔ Meaning in Practical Terms

If shares are transferred (including gift) between relatives such as:

• Husband

• Wife

• Father

• Mother

• Son

• Daughter

• Brother

• Sister

then no open offer is required under Regulation 3 or Regulation 4 of SEBI SAST Regulations.

✔ Purpose of the Exemption

• Family-based transfers do not change control

• No impact on public shareholders

• Promoter group structure remains the same

✔ Common Cases Where 10(1)(a)(i) Is Used

• Father → Son gift

• Husband → Wife transfer

• Mother → Daughter gift

• Brother-to-Brother family settlement

• Spousal consolidation of shareholding

✔ Important Note

This exemption relates only to open offer.
All filings under Reg. 10(5), 10(6), and PIT still apply.

2️⃣ Regulation 10(5) — Prior Intimation (Minimum 4 Working Days Before Acquisition)

Before acquiring shares by way of gift, the acquirer must intimate:

• All recognised stock exchanges

• The listed company

at least 4 working days before the proposed transfer.

✔ Why Reg. 10(5) Exists

• Ensures market transparency

• Prevents misuse of UPSI

• Allows exchanges to monitor promoter-level transactions

✔ Filing Method (2025 Update)

• No upload option on BSE or NSE portal

• Filing is done via email only

BSE Email: corp.relations@bseindia.com
NSE Email: cmlist@nse.co.in

✔ Key Contents in 10(5) Intimation

• Name of Donor & Donee

• Relationship between parties

• Number of shares

• % of paid-up capital

• ISIN

• Proposed date of gift

• Reason for exemption (Reg. 10(1)(a)(i))

Delay in this filing can lead to regulatory observations.

3️⃣ Regulation 10(6) — Post Acquisition Report (Within 2 Working Days After Transfer)

Once the transfer is completed in demat, the acquirer must submit a report to the stock exchange.

✔ Requirement

• Report to be filed within 2 working days

• Mode: Email only (no portal upload)

✔ Documents Attached

• Reg. 10(6) Annexure

• Gift Deed

• PAN (masked)

• DP transaction statements

• Relationship proof

• Pre & post shareholding

✔ Purpose

• Confirms actual execution

• Updates promoter holdings

• Enables exchange monitoring

4️⃣ SEBI PIT Regulations — Form C Reporting for Both Parties

Under Insider Trading Regulations:

✔ Gift = Trade

Even though no money is involved, gift is treated as a transaction.

✔ Form C Filing Requirements

• Donor must file Form C

• Donee must file Form C

• Timeline: 2 trading days

✔ Important Points

• Trading window NOT applicable

• Reporting is mandatory

• Non-filing leads to insider trading non-compliance

Written by:
Corporate Verdict – SEBI, MCA & GST Compliance Experts
Professional. Precise. Practical.