Annual promoter declaration on encumbrances
The yearly declaration by a promoter that it has made no encumbrance over the target's shares other than those already disclosed.
9 Apr 2027
- SEBI
- Insider trading and takeovers
- Not specified
- 2026-09-01
Seven working days from the end of each financial year, so around 10 April for a year ending 31 March. SAST Reg 31(4) requires the promoter of a target company, together with persons acting in concert, to declare on a yearly basis that it has not made any encumbrance, directly or indirectly, other than those already disclosed during the financial year. Reg 31(5) sends the declaration to every stock exchange where the target's shares are listed and to the audit committee of the target company.
Two corrections attach to this obligation. The period is seven working days from the financial year end, not seven calendar days. And this is now the only annual SAST filing: Regulation 30, which carried the annual aggregate shareholding disclosures, was omitted with effect from 1 April 2022.
All dates this year
The rule
Within seven working days from the end of each financial year, declare that no encumbrance has been made other than those already disclosed during that year. Reg 31(4) sets the declaration and Reg 31(5) the recipients: every stock exchange where the target's shares are listed, and the audit committee of the target company. The engine skips weekends only, so the date shown is an estimate.
Who must comply
- Every promoter of a listed target company, together with persons acting in concert
Statutory basis
Before you file
- List every encumbrance disclosed during the financial year.
- Confirm that no other encumbrance exists, directly or indirectly.
- Get the current declaration format from the SAST master circular.
- Get the contact details for the target company's audit committee.
How to file
- Prepare the declaration for the financial year that has ended.
- Sign it as promoter, covering persons acting in concert.
- Send it to every stock exchange where the target's shares are listed.
- Send it to the audit committee of the target company.
- Do this within seven working days of the financial year end.
If you miss it
Section 15A(b) of the SEBI Act applies to a late declaration at ₹1 lakh for each day the failure continues, capped at ₹1 crore, and section 15HB at up to ₹1 crore where no specific head fits. There is no exchange fine, because Reg 31 is a SAST provision and the LODR Chapter VII Section VII-A fine table covers LODR regulations only.
- The declaration is the annual reconciliation of the event-based Reg 31(1) disclosures, so a gap in either one exposes the other
- The declaration goes to the audit committee, which puts an undisclosed encumbrance in front of the target's own independent directors
Common questions
Is the annual encumbrance declaration due in seven days or seven working days?
Seven working days from the end of the financial year. The seven-calendar-day figure is a common error.
Who receives the declaration?
Every stock exchange where the target's shares are listed, and the audit committee of the target company. Not the registered office.
Is there still an annual SAST shareholding disclosure under Reg 30?
No. Regulation 30 was omitted with effect from 1 April 2022, and the consolidated text now shows it as omitted. Both the 25% holder disclosure and the promoter 31 March disclosure are gone. This Reg 31(4) declaration is the annual SAST item that survives.