Notification No. G.S.R. 184(E); Dated: 13.03.2026
The Central Government has notified the Securities Contracts (Regulation) Amendment Rules, 2026, amending the Securities Contracts (Regulation) Rules, 1957. The amendment revises the framework for minimum public offer and allotment to the public for companies seeking listing, introducing a graded structure linked to the company’s post-issue capital. The rules also prescribe phased timelines for achieving the prescribed public shareholding levels after listing and clarify certain requirements relating to existing listed entities and companies issuing superior voting rights shares.
The key amendments are as follows:
a) Clause (b) of Rule 19(2) has been substituted to prescribe revised minimum public offer requirements based on post-issue capital calculated at the offer price.
b) For companies with post-issue capital up to Rs. 1,600 crore, the minimum public offer shall be at least 25% of each class of equity shares or convertible securities.
c) For companies with post-issue capital above Rs. 1,600 crore but up to Rs. 4,000 crore, the minimum public offer shall be shares equivalent to Rs. 400 crore, with public shareholding to be increased to 25% within three years of listing.
d) For companies with post-issue capital above Rs. 4,000 crore but up to Rs. 50,000 crore, the minimum public offer shall be at least 10%, with public shareholding to be increased to 25% within three years.
e) For companies with post-issue capital above Rs. 50,000 crore but up to Rs. 1 lakh crore, the minimum public offer shall be shares equivalent to Rs. 1,000 crore and at least 8%, with public shareholding to be increased to 25% within five years.
f) For companies with post-issue capital above Rs. 1 lakh crore but up to Rs. 5 lakh crore, the minimum public offer shall be shares equivalent to Rs. 6,250 crore and at least 2.75%, with phased timelines to increase public shareholding to 15% within five years and 25% within ten years.
g) For companies with post-issue capital above Rs. 5 lakh crore, the minimum public offer shall be shares equivalent to Rs. 15,000 crore and at least 1%, subject to similar timelines for achieving the prescribed public shareholding levels.
h) A minimum 2.5% public offer has been prescribed notwithstanding the above thresholds.
i) For companies listing in an International Financial Services Centre (IFSC), the minimum public shareholding requirement shall be 10% irrespective of post-issue capital, and the graded thresholds shall not apply.
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