Facilitating Large Listings: Revised Minimum Public Offer Requirements under the Securities Contracts (Regulation) Rules, 1957
The Central Government has notified the Securities Contracts (Regulation) Amendment Rules, 2026 (Amendment Rules), which can be viewed by clicking on this link) on March 13, 2026, amending Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 (SCRR). The amendments have been introduced in the backdrop of a consultation paper issued by the Securities and Exchange Board of India (SEBI) (Consultation Paper, which can be viewed by clicking on this link). The Amendment Rules came into force on the date of their publication in the Official Gazette, i.e., March 13, 2026.
- Revised Minimum Public Offer Requirements
The erstwhile framework broadly prescribed four tiers based on post-issue capital, i.e., (i) up to INR 1,600 crore; (ii) INR 1,600–4,000 crore; (iii) INR 4,000–1,00,000 crore; and (iv) above INR 1,00,000 crore, along with prescribed timelines for achieving 25% minimum public shareholding (MPS).
The Amendment Rules replace this framework with six tier slabs providing more granular and graded structure, while also introducing revised and differentiated glide-paths for achieving 25% MPS. The revised requirements under Rule 19(2)(b) of the SCRR, as compared to the erstwhile framework, are set out below:
| Post-Issue Capital (at Offer Price) |
Erstwhile Requirement | Revised Requirement | Glide-Path to 25% MPS |
| Up to INR 1,600 crore | At least 25% | Unchanged | NA (achieved at listing) |
| Above INR 1,600 crore but up to INR 4,000 crore | Equivalent to INR 400 crore | Unchanged | Erstwhile: Within 3 years from date of listing
Revised: Unchanged |
| Above INR 4,000 crore but up to INR 50,000 crore | At least 10% | Unchanged | Erstwhile: Within 3 years from date of listing
Revised: Unchanged |
| Above INR 50,000 crore but up to INR 1,00,000 crore | At least 10% | Equivalent to INR 1,000 crore, and at least 8% | Erstwhile: Within 3 years from date of listing
Revised: Within 5 years from date of listing |
| Above INR 1,00,000 crore but up to INR 5,00,000 crore | Equivalent to INR 5,000 crore, and at least 5% | Equivalent to INR 6,250 crore, and at least 2.75% | Erstwhile: 10% within 2 years; 25% within 5 years
Revised: (i) If MPS at listing is less than 15%: 15% within 5 years, 25% within 10 years (ii) If MPS at listing is equal to or more than 15%: 25% within 5 years |
| Above INR 5,00,000 crore | Equivalent to INR 5,000 crore, and at least 5% | Equivalent to INR 15,000 crore, and at least 1%*
* A minimum of 2.5% shall be offered to the public. |
Erstwhile: 10% within 2 years; 25% within 5 years
Revised: (i) If MPS at listing is less than 15%: 15% within 5 years, 25% within 10 years (ii) If MPS at listing is equal to or more than 15%: 25% within 5 years |
- Transitional Relief and Other Provisions
The Amendment Rules also provide transitional relief by extending the revised timelines for achieving MPS to all companies listed on or before the date of commencement of the Amendment Rules. Further, the Amendment Rules mandate that companies that have issued equity shares with superior voting rights (DVR shares) must compulsorily list such DVR shares alongside ordinary shares. Additionally, recognised stock exchanges retain the power to impose fines for non-compliance with public shareholding norms committed prior to the Amendment Rules.
- IFSC Carve-Out
An Explanation has been inserted under Rule 19(2)(b) to clarify that, in case of companies seeking listing on a recognised stock exchange in an International Financial Services Centre (IFSC), the minimum offer and allotment to the public shall be 10% (instead of 25%), irrespective of the post-issue capital of the company, and the revised graded framework (as per the table above) shall not apply.
Overall, the Amendment Rules represent a significant recalibration of the listing framework for large and mega-cap issuers in India. By introducing a graduated scale for minimum public offer requirements and differentiated glide-paths for MPS compliance, the framework seeks to reduce entry barriers for very large companies while maintaining adequate public participation and market depth. This is expected to facilitate the listing of potential mega-Initial Public Offerings, by reducing the quantum of mandatory dilution at the time of listing.
Published On:
- April 21, 2026
Contributors:
- Vaibhav Kakkar
- Snigdhaneel Satpathy
- Sahil Arora
- Anuj Garg
- Sonia Mangtani
- Devansh Sehgal