Relaxation from penal provisions for non-compliance with Minimum Public Shareholding

Notification / Circular No.: HO/49/14/14(13)2026-CFD-POD2/ I/8772/2026 dated April 07, 2026

Applicable Act / Rule: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Applicable Section / Rule: Regulation 38 (Minimum Public Shareholding requirements)

The SEBI Master Circular dated July 11, 2023 prescribes the procedure and penal actions for listed entities failing to comply with Minimum Public Shareholding requirements. Such provisions apply to all listed entities and are enforced through stock exchanges and depositories. SEBI received representations citing difficulties in achieving compliance due to capital market volatility arising from geopolitical tensions. Accordingly, a temporary relaxation has been introduced in light of prevailing market conditions.

SEBI has granted a one-time relaxation from the applicability of penal provisions under the SEBI Master Circular dated July 11, 2023 for listed entities whose due date for compliance with Minimum Public Shareholding requirements falls during the period from April 1, 2026 to September 30, 2026.

Recognised stock exchanges and depositories shall not take any penal action as envisaged under the Master Circular against such entities for non-compliance during the said period.

Any penal actions already initiated by stock exchanges or depositories against such listed entities for non-compliance with Minimum Public Shareholding requirements during the period from April 1, 2026 till date shall be withdrawn.

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