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Ministry of Finance ("MoF") through notification no. G.S.R. 184(E) dated 13.03.2026 notified the Securities Contracts (Regulation) Amendment Rules, 20261 ("SC Amendment Rules") to amend the Securities Contracts (Regulation) Rules, 1957 ("SC Rules").
The salient features of the SC Amendment Rules are as follow:
- Revised minimum public offer and post-listing public shareholding timelines: The amended rule 19(2)(b) links the minimum public offer and subsequent public shareholding requirements to post-issue capital calculated at the offer price (see below).
| S. No. | Post-issue capital (INR) | Minimum offer to public per class / kind | Subsequent Public Shareholding Obligation |
| 1. | ≤ 1,600 crore | At least 25% | — |
| 2. | > 1,600 crore and ≤ 4,000 crore | Such percentage as equals value of INR 400 crore | Public shareholding to reach 25% within 3 years. |
| 3. | > 4,000 crore and ≤ 50,000 crore | At least 10% | Public shareholding to reach 25% within 3 years. |
| 4. | > 50,000 crore and ≤ 1,00,000 crore | Such percentage as equals value of INR 1,000 crore, and at least 8% | Public shareholding to reach 25% within 5 years. |
| 5. | > 1,00,000 crore and ≤ 5,00,000 crore | Such percentage as equals value of INR 6,250 crore, and at least 2.75% | equals value of INR 6,250 crore, and at least 2.75% Public shareholding must be increased (a) from below 15% at listing to at least 15% within 5 years and 25% within 10 years, or (b) from 15% or more at listing to at least 25% within 5 years, |
| 6. | > 5,00,000 crore | Such percentage as equals value of INR 15,000 crore, and at least 1% Note: At least 2.5% of each such class/ kind must be | Public shareholding must be increased (a) from below 15% at listing to at least 15% within 5 years and 25% within 10 |
| offered to the public. | years, or (b) from 15% or more at listing to at least 25% within 5 years, |
b. Companies with superior voting right equity shares: Where an applicant company, who has issued equity shares with superior voting rights to its promoters or founders and seeks listing of its ordinary shares for public offer under the SC Rules and relevant SEBI regulations, it must mandatorily list its superior voting right equity shares on the same recognised stock exchange along with the ordinary shares offered to the public.
c. Enforcement and penalties by recognised stock exchanges: A recognised stock exchange may impose a fine or penalty on any company for non-compliance with public shareholding norms committed before the commencement of the SC Amendment Rules.
d. IFSC Listings: For an applicant company seeking to list its securities on a recognised stock exchange in an International Financial Services Centre, only Sr. No. 1 applies, with a modification of the reference to "twenty-five per cent" in Sr. No. 1 to be read as "ten per cent", irrespective of the company's post-issue capital, and sub-clauses 2 to 6 do not apply.
The SC Amendment Rules have come into force on the date of their publication in the Official Gazette, i.e., 13.03.2026.
Footnote
1. Securities Contracts (Regulation) Amendment Rules, 2026
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
