Published On
16 March 2026
Tags
IPO, SCRR, minimumpublicoffer, amendment
Authors
Abhik Ghosh (Partner)
Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 (SCR Rules), which governs the minimum offer and allotment to be made to the public in an initial public offering (IPO), has been substituted pursuant to an amendment to the SCR Rules that was notified on 13 March 2026.
The SCR Rules had been amended in 2021 to relax the minimum public offering requirement for IPOs where the post-issue capital (i.e., market capitalisation) would exceed INR 1,00,000 crore. In August 2025, the Securities and Exchange Board of India (SEBI) issued a consultation paper proposing to further relax the minimum public offering requirement for large IPOs, noting the challenges faced by large issuers in achieving the minimum public float and also observing that a lower minimum public offering in case of large IPOs did not seem to have adversely impacted market liquidity for such issuers.
The recent amendment to the SCR Rules incorporates many of the proposals put forth by SEBI last year, by reducing the minimum public offering requirement and also increasing the time period for achieving minimum 25% public shareholding, for IPOs where the post-issue capital exceeds INR 50,000 crore. The amendment also clarifies that the revised timelines for achieving the minimum public shareholding post-listing are available to all companies that are listed on or prior to the amendment becoming effective.
The revised thresholds and timelines are given in this update, together with the previous thresholds which are included for ease of reference.
Previous Thresholds
Post-issue capital (X) | Minimum public offer | Timeline to achieve 25% |
X ≤ INR 1,600 crore | 25% of X | Not applicable |
INR 1,600 crore < X ≤ INR 4,000 crore | INR 400 crore | Within 3 years from listing |
INR 4,000 crore < X ≤ INR 1,00,000 crore | 10% of X | |
X > INR 1,00,000 crore | INR 5,000 crore and 5% of X | 10% within 2 years from listing 25% within 5 years from listing |
Revised Thresholds
Post-issue capital (X) | Minimum public offer | Timeline to achieve 25% |
X ≤ INR 1,600 crore | 25% of X | Not applicable |
INR 1,600 crore < X ≤ INR 4,000 crore | INR 400 crore | Within 3 years from listing |
INR 4,000 crore < X ≤ INR 50,000 crore | 10% of X | |
INR 50,000 crore < X ≤ INR 1,00,000 crore | INR 1,000 crore and 8% of X | Within 5 years from listing |
INR 1,00,000 crore < X ≤ INR 5,00,000 crore | INR 6,250 crore and 2.75% of X | 15% within 5 years from listing 25% within 10 years from listing (or within 5 years from listing, where public shareholding is 15% or more at the time of listing) |
X > INR 5,00,000 crore | Minimum of (a) INR 15,000 crore and 1% of X; and (b) 2.5% of X |
This material is for general information only and is not intended to provide legal advice. This material is distributed with the understanding that the authors are not rendering legal, accounting, or other professional advice or opinions on specific facts or matters and, accordingly, assume no liability whatsoever in connection with its use.