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The Securities Contracts (Regulation) Amendment Rules, 2026 by way of Notification No. G.S.R. 184(E), dated March 13, 2026, substitutes Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957(‘SCRR’) with a revised framework that introduces a tiered structure for minimum public offer and allotment based on post-issue capital of a listed company (‘Amendment’). Set out below are the key amendments to Rule 19(2)(b):
i. Minimum Public Offer Thresholds: The Amendment prescribes a six-tiered minimum offer requirement based on the post-issue capital of the company calculated at the offer price, as follows:
| Post-IPO Capital (calculated at IPO Price) | Minimum IPO Size | Timeline to comply with 25% Public Shareholding |
| Up to INR 1,600 crore (approx. USD 173 million) | At least 25% of each class / kind of equity shares / debentures convertible into equity shares, issued by the company | By way of the IPO |
| Greater than INR 1,600 crore (approx. USD 173 million) but up to INR 4,000 crore (approx. USD 432 million) | INR 400 crore (approx. USD 43 million) | Three years from the date of listing |
| Greater than INR 4,000 crore (approx. USD 432 million) but up to INR 50,000 crore (approx. USD 5.39 billion) | At least 10% of each class / kind of equity shares / debentures convertible into equity shares, issued by the company | |
| Greater than INR 50,000 crore (approx. USD 5.39 billion) but up to INR 1,00,000 crore (approx. USD 10.79 billion) | At least 8% of each class / kind of equity shares or debentures convertible into equity shares, issued by the company
+ INR 1,000 crore (approx. USD 108 million) |
Five years from the date of listing |
| Greater than INR 1,00,000 crore (approx. USD 10.79 billion) but up to INR 5,00,000 crore (approx. USD 54 billion) | At least 2.75% of each class / kind of equity shares or debentures convertible into equity shares, issued by the company
+ INR 6,250 crore (approx. USD 674 million) |
If public shareholding at listing is ( 15%: at least 15% within five years from the date of listing and 25% within 10 years from the date of listing.
If public shareholding at listing is ≥ 15%: at least 25% within five years from the date of listing. |
| Greater than INR 5,00,000 crore (approx. USD 54 billion) | At least 1% of each class / kind of equity shares or debentures convertible into equity shares, issued by the company
+ INR 15,000 crore (approx. USD 1.6 billion) However, at least 2.5% of each class / kind of equity shares or debentures convertible into equity shares must be offered to the public |
ii. Superior Voting Rights Shares: An applicant company that has issued equity shares with superior voting rights to its promoters or founders must list these shares on the same recognised stock exchange as their ordinary shares when offering to the public;
iii. Penalty for Non-Compliance: A recognised stock exchange may impose fines or penalties on companies that fail to comply with public shareholding norms, as per the Amendment Rules; and
iv. Exemptions: Companies listing on a recognised stock exchange in an IFSC are required to make a minimum public offer of 10%, instead of 25%, and are exempt from provisions related to higher capital thresholds, phased timelines, and the two point five percent minimum floor.
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.
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