BHEL Files Insider Trading Disclosure Following Government's 5% Stake Sale Through OFS
Bharat Heavy Electricals Limited has filed comprehensive regulatory disclosures following the Government of India's divestment of 5% stake through offer for sale mechanism. The company submitted both takeover regulations report and insider trading disclosure, demonstrating strict adherence to SEBI compliance requirements. The transaction involved sale of 17.42 crore equity shares for gross consideration of ₹4,470 crore, reducing government shareholding from 63.17% to 58.17%.

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Bharat Heavy Electricals Limited has filed mandatory regulatory disclosures following the Government of India's successful offer for sale of equity shares conducted on February 11-12, 2026. The company has submitted both the regulatory report under SEBI Takeover Regulations and insider trading disclosure under SEBI Insider Trading Regulations.
Government Stake Reduction Details
The Ministry of Heavy Industries, acting on behalf of the President of India as the promoter, successfully sold equity shares through the stock exchange mechanism. The transaction details are presented below:
| Parameter: | Details |
|---|---|
| Shares Sold: | 17,42,09,815 equity shares |
| Stake Percentage: | 5.00% of total issued capital |
| Transaction Dates: | February 11-12, 2026 |
| Stock Exchanges: | BSE Limited and NSE Limited |
| Face Value: | ₹2 per equity share |
| Gross Consideration: | ₹4,470,055,134.39 |
Shareholding Pattern Changes
The offer for sale has resulted in a significant change in the government's shareholding pattern in BHEL:
| Shareholding: | Before Sale | After Sale | Change |
|---|---|---|---|
| Government Holding: | 2,19,96,50,402 shares (63.17%) | 2,02,54,40,587 shares (58.17%) | -5.00% |
| Total Equity Capital: | 3,48,20,63,355 shares | 3,48,20,63,355 shares | No change |
| Capital Amount: | ₹6,964,126,710 | ₹6,964,126,710 | No change |
Regulatory Compliance and Filings
BHEL has maintained strict adherence to regulatory requirements by filing multiple mandatory disclosures. The company filed the regulatory report under Regulation 29(2) of the SEBI Takeover Regulations and subsequently submitted the insider trading disclosure under Regulation 7(2) of the SEBI Insider Trading Regulations on February 13, 2026.
Dr. Yogesh R Chhabra, Company Secretary of BHEL, submitted the insider trading disclosure in Form B, which detailed the promoter's transaction in the company's securities. The disclosure was signed by Swaminathan Nagarajan, Under Secretary at the Ministry of Heavy Industries, Government of India.
Transaction Structure and Guidelines
The offer for sale was conducted in accordance with comprehensive regulatory frameworks including:
- SEBI Master Circular on comprehensive OFS guidelines (SEBI/HO/MRDPoD2/CIR/P/2024/00181 dated December 30, 2024)
- BSE's "Revised Operational Guidelines for Offer for Sale (OFS) Segment" (Notice 20240701-19 dated July 1, 2024)
- NSE's "Revised operating guidelines of Offer for Sale" (Circular 93/2024 dated July 12, 2024)
As part of the overall transaction structure, 87,05,158 equity shares representing 0.25% of the total issued and paid-up equity share capital were offered to eligible employees of the company through the stock exchange mechanism, subject to approval from the competent authority.
Regulatory Timeline
The transaction followed a structured timeline with proper regulatory notifications:
| Event: | Date |
|---|---|
| Initial Notice Filed: | February 10, 2026 |
| OFS Execution: | February 11-12, 2026 |
| Insider Trading Disclosure: | February 13, 2026 |
| Regulatory Report Filing: | Within two working days of offer closure |
The comprehensive filing demonstrates BHEL's commitment to maintaining transparency and regulatory compliance throughout the government divestment process.
Historical Stock Returns for Bharat Heavy Electricals
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +1.38% | -1.27% | -2.20% | +17.11% | +31.89% | +536.88% |


































