The Securities Contracts (Regulation) Amendment Rules, 2026, notified on March 13, states that companies with post-issue capital of more than Rs 1,600 crore and below Rs 5,000 crore will have to increase their public shareholding to at least 25 per cent within three years from the day of listing in the manner specified by the Securities and Exchange Board of India (Sebi).
New Delhi:The Finance Ministry has amended rules for minimum public offers floated by companies for getting listed on stock exchanges and linked it with post-issue capital.
The Securities Contracts (Regulation) Amendment Rules, 2026, notified on March 13, states that companies with post-issue capital of more than Rs 1,600 crore and below Rs 5,000 crore will have to increase their public shareholding to at least 25 per cent within three years from the day of listing in the manner specified by the Securities and Exchange Board of India (Sebi).
The rules further state that at least 2.5 per cent of each class of securities must be offered to the public at the time of listing, irrespective of the post-issue threshold.
It also said that a company with post-issue capital of up to Rs 1,600 crore, at least 25 per cent of each class of equity shares or debentures convertible into equity shares issued by the company must be offered to the public. If the post-issue capital is more than Rs 1,600 crore, but less than Rs 4,000 crore, the company will have to offer shares equivalent to Rs 4,000 crore.
For companies with post-issue capital of above Rs 4,000 crore, but less than or equal to Rs 5,000 crore, the public offer must be at least 10 crore of each class of equity shares or convertible debentures issued by the company.
Companies with post-issue capital of above Rs 5,000 crore, but less than or equal to Rs 1 lakh crore, must offer shares equivalent to Rs 1,000 crore and at least 8 per cent of each class of shares or convertible debentures issued by the company to the public. These companies must increase their public shareholding to at least 25 per cent within five years of listing, the SCRA rules said.
For companies with post-issue capital between Rs 1 lakh crore and Rs 5 lakh crore, the minimum public offer should be shares equivalent to at least Rs 6,250 crore and at least 2.75 per cent of each class of shares or convertible debentures issued.
Companies with post-issue capital above Rs 5 lakh crore must offer shares equivalent to at least Rs 1,500 crore and at least 1 per cent of each class of shares or convertible debentures issued by them.
Provided that the public shareholding is less than 15 per cent at the time of listing, these companies must increase it to at least 15 per cent within 5 years of listing and to at least 25 per cent within 10 years from the listing date. If public shareholding is 15 per cent or more at the time of listing, the company must increase its public shareholding to 25 per cent within 5 years of listing.
The timelines to achieve the prescribed public shareholding will be available to companies that were listed on or before the commencement of the amendment rules, according to the notification.
The rule also allows recognised stock exchanges to impose penalties on companies for non-compliance with public shareholding norms committed before the amendment rules came into force.