The Ministry of Finance issues Securities Contracts (Regulation) Amendment Rules, 2026; reduces the maximum threshold for post issue capital to rupees Fifty thousand crores

The Ministry of Finance has issued the Securities Contracts (Regulation) Amendment Rules, 2026 (“Amendment Regulations”) to amend the Securities Contracts (Regulation) Rules, 1957 (“Regulations”). This amendment is effective immediately.

Key Highlights of the Amendment Regulations are as follows:

1. Earlier, the minimum offer and allotment to public in terms of an offer document was mandated to be at least ten per cent of each class or kind of equity shares or debentures convertible into equity shares issued by the company, if the post issue capital of the company calculated at offer price is above four thousand crore rupees but less than or equal to one lakh crore rupees, but now the maximum threshold of one lakh crore rupees has been reduced to fifty thousand crore rupees.

2. The proviso to clause 19(1)(b)(iv) earlier stated that the company referred to in this sub-clause(iv) shall increase its public shareholding to at least ten per cent within a period of two years and at least  twenty-five per cent within a period of five years, from the date of listing of the securities, but it has been made mandatory to increase the public shareholding to atleast twenty-five per cent within a period of five years, from the date of listing of the securities.

3. Additionally following new points have been inserted. The minimum offer and allotment to the public in terms of an offer document shall be: 
   • At least such percentage of each class or kind of equity shares or debentures convertible into equity shares issued by the company, that is equivalent to the value of six thousand two hundred and fifty crore rupees and at least two and three-quarters per cent of each such class or kind of equity shares or debentures convertible into equity shares issued by the company, if the post issue capital of the company calculated at the offer price is above one lakh crore rupees but less than or equal to five lakh crore rupees.
   • At least such percentage of each class or kind of equity shares or debentures convertible into equity shares issued by the company, that is equivalent to the value of fifteen thousand crore rupees and at least one per cent of each such class or kind of equity shares or debentures convertible into equity shares issued by the company, if the post issue capital of the company calculated at the offer price is above five lakh crore rupees. However, public shareholding at the time of listing is less than fifteen per cent, the company shall increase its public shareholding to at least fifteen per cent within a period of five years and to at least twenty-five percent within a period of ten years, from the date of listing of its securities.
   • Irrespective of the above, at least two and one-half per cent of each such class or kind of equity shares or debentures convertible into equity shares issued by the company shall be offered to the public.

Source: Ministry of Finance