SAST disclosure on a 2% change in holding
The disclosure an acquirer holding 5% or more makes when its shareholding or voting rights change by more than 2%.
Disclosure on a change above 2%
Counted from receipt of intimation of allotment, or the acquisition or disposal 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 or disposal, whichever is earlier. SAST Reg 29(2) applies to an acquirer already holding 5% or more, together with persons acting in concert, whose holding changes by more than 2% of the shares or voting rights. Reg 29(3) sets the period and the recipients. The disclosure is due even where the change takes the holding below 5%.
Deadlines counted from an event
Within two working days of a change of more than 2% in shareholding or voting rights, while holding 5% or more, disclose to every stock exchange where the target's shares are listed and to the target company at its registered office. The disclosure is due whether the change is an increase or a decrease, including a decrease that takes the holding below 5%. Reg 29(4) treats an encumbrance taken as an acquisition and a release as a disposal.
The rule
Within two working days of a change of more than 2% in shareholding or voting rights, while holding 5% or more, disclose to every stock exchange where the target's shares are listed and to the target company at its registered office. The disclosure is due whether the change is an increase or a decrease, including a decrease that takes the holding below 5%. Reg 29(4) treats an encumbrance taken as an acquisition and a release as a disposal.
Who must comply
- An acquirer already holding 5% or more of the shares or voting rights of a target company
- Persons acting in concert with that acquirer
- For a company listed on the Innovators Growth Platform the 5% and 2% figures read as 10% and 5%
Statutory basis
Before you file
- Calculate the holding before and after the change.
- Include the holdings of every person acting in concert.
- Include any encumbrance taken or released, which Reg 29(4) counts as an acquisition or a disposal.
- Get the target company's registered office address.
How to file
- Measure the change against the 2% threshold.
- Complete the disclosure of the holding before and after the change.
- 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.
If you miss it
Section 15A(b) of the SEBI Act is the usual head for a late Reg 29(2) filing, at ₹1 lakh for each day the failure continues, capped at ₹1 crore. Where the failure is a non-disclosure of aggregate shareholding before an acquisition, section 15H applies instead at ₹25 crore or three times the profit made from the failure, whichever is higher.
- A disposal that goes undisclosed hides a change in the control picture just as an acquisition does, which is why Reg 29(2) covers both directions
- Encumbrance activity that is disclosed under Reg 31 still needs the Reg 29(2) disclosure where it moves the holding by more than 2%
Common questions
Does a sale trigger the 2% disclosure?
Yes. Reg 29(2) covers any change of more than 2% in either direction, and it applies even where the change takes the holding below 5%.
Does taking a pledge count as an acquisition?
For this disclosure, yes. Reg 29(4) treats the acquisition of an encumbrance over shares as an acquisition and its release as a disposal.