The Securities Contracts (Regulation) Rules, 1957 prescribe minimum public shareholding and listing requirements for companies. These provisions apply to companies issuing equity shares or convertible securities for public listing. The present amendment substitutes clause (b) of Rule 19(2) to revise minimum public offer thresholds based on post-issue capital and prescribe timelines for achieving public shareholding.

In rule 19, sub-rule (2), clause (b) is substituted to provide:

• Minimum public offer varies based on post-issue capital:
  • Up to ₹1,600 crore: minimum 25%
  • ₹1,600–₹4,000 crore: value equivalent to ₹400 crore
  • ₹4,000–₹50,000 crore: minimum 10%
  • ₹50,000–₹1,00,000 crore: ₹1,000 crore value + minimum 8%
  • ₹1,00,000–₹5,00,000 crore: ₹6,250 crore value + minimum 2.75%
  • Above ₹5,00,000 crore: ₹15,000 crore value + minimum 1%
• Mandatory increase of public shareholding to 25% within:
  • 3 years (for mid-size companies)
  • 5 or 10 years (for large companies, as specified)
• Minimum 2.5% public offer requirement retained in specified cases
• Provisions extended to existing listed companies for compliance timelines
• Companies with superior voting rights shares must list such shares along with ordinary shares
• Stock exchanges may impose penalties for non-compliance with public shareholding norms
• For IFSC listings, minimum public shareholding requirement modified to 10%