SAST disclosure on crossing 5%
The disclosure an acquirer makes when its aggregate shareholding and voting rights in a target company reach 5% or more.
Disclosure on reaching 5%
Counted from receipt of intimation of allotment, or acquisition of the shares or voting rights, whichever is earlier
- SEBI
- Insider trading and takeovers
- Not specified
- 2026-09-01
Two working days from the receipt of intimation of allotment, or from the acquisition of the shares or voting rights, whichever is earlier. SAST Reg 29(1) applies to an acquirer, together with persons acting in concert, whose aggregate shareholding or voting rights in a target company reaches 5% or more. Reg 29(3) sets the two-working-day period and requires the disclosure to go to every stock exchange where the target's shares are listed and to the target company at its registered office.
Deadlines counted from an event
Within two working days, disclose the aggregate shareholding and voting rights to every stock exchange where the target's shares are listed and to the target company at its registered office. Reg 29(1) sets the 5% trigger and Reg 29(3) the period. The engine skips weekends only, so a computed date is an estimate.
The rule
Within two working days, disclose the aggregate shareholding and voting rights to every stock exchange where the target's shares are listed and to the target company at its registered office. Reg 29(1) sets the 5% trigger and Reg 29(3) the period. The engine skips weekends only, so a computed date is an estimate.
Who must comply
- An acquirer who, together with persons acting in concert, holds 5% or more of the shares or voting rights of a target company
- Persons acting in concert with that acquirer, whose holdings aggregate for the threshold
- For a company listed on the Innovators Growth Platform, Reg 29 reads 5% as 10%
Statutory basis
Before you file
- Add up the holdings of the acquirer and of every person acting in concert.
- Get the allotment intimation or the transaction confirmation.
- Get the target company's registered office address.
- Get the current disclosure format from the SAST master circular.
How to file
- Check whether the aggregate holding reaches 5% of the shares or voting rights.
- Complete the disclosure of the aggregate shareholding and voting rights.
- Send it to every stock exchange where the target's shares are listed.
- Send it to the target company at its registered office.
- Do this within two working days of the earlier of allotment intimation and acquisition.
If you miss it
Section 15H of the SEBI Act is the head, because a failure to disclose aggregate shareholding before acquiring shares is one of the four failures that section names. The penalty is ₹25 crore or three times the profit made from the failure, whichever is higher. Section 15A(b) is also available for a late filing at ₹1 lakh for each day of the failure, capped at ₹1 crore, and SEBI has used that head for delayed SAST disclosures.
- The disclosure is the market's first sight of a substantial holding, so a delay is treated as concealment rather than as paperwork
- SEBI can direct the acquirer to divest, or restrain it from accessing the securities market, under section 11(4) of the SEBI Act
Common questions
When is the SAST 5% disclosure due?
Within two working days of the earlier of the receipt of intimation of allotment and the acquisition of the shares or voting rights, under Reg 29(3).
Who has to receive it?
Every stock exchange where the target's shares are listed, and the target company at its registered office.
Does the 5% threshold change for any listing platform?
Yes. For a company listed on the Innovators Growth Platform the 5% in Reg 29 reads as 10%.