What is a promoter group? SEBI's definition (2026)
A promoter group is the set of people and companies SEBI treats as sitting with a listed company's promoter. So what is a promoter group in practice? It is the promoter plus immediate relatives, companies linked by a 20 percent equity test, and family HUFs and firms, as defined in Regulation 2(1)(pp) of the SEBI ICDR Regulations, 2018 (consolidated text amended up to 21 March 2026, read 2 October 2026; the clause has not moved). Every shareholding pattern reports their holdings together. For the quarter ended 30 September 2026, those patterns are due by 21 October 2026 under LODR Regulation 31(1)(b), so the promoter line most investors read this month is a group total, not one person's stake.
Definition
A promoter group
is the set of persons SEBI aggregates with a listed company's promoter: the promoter, immediate relatives, linked bodies corporate at a 20 percent equity test, and HUFs or firms where the family holds 20 percent or more. It is defined in ICDR Regulation 2(1)(pp) and reported as one total in the shareholding pattern.
What is a promoter group under SEBI's definition?
Regulation 2(1)(pp) of the ICDR Regulations says the promoter group "includes" five limbs. The text below is from the consolidation SEBI publishes, amended up to 21 March 2026.
| Limb | Who it pulls in |
|---|---|
| (i) | The promoter itself |
| (ii) | An immediate relative: the spouse, or any parent, brother, sister or child of the promoter or of the spouse |
| (iii) | If the promoter is a body corporate: its subsidiary or holding company, and any body corporate in which the promoter holds 20 percent or more of the equity, or which holds 20 percent or more of the promoter |
| (iv) | If the promoter is an individual: any body corporate where the promoter, an immediate relative, or a firm or HUF they belong to holds 20 percent or more; any body corporate 20 percent held by such a company; and any HUF or firm where the family's aggregate share is 20 percent or more |
| (v) | All persons whose shareholding is aggregated under the heading "shareholding of the promoter group" |
Two details the short versions of this definition drop. Limb (iii) once had a third branch, for a body corporate linked to the issuer through a group acting in concert; the ICDR (Third Amendment) Regulations, 2021 omitted it with effect from 13 August 2021. And the 20 percent test runs in two directions for a corporate promoter: down to companies it holds, and up to companies that hold it.
20 percent or more
Equity share capital that pulls a linked body corporate into the promoter group
Source: SEBI ICDR Regulations, 2018, Reg. 2(1)(pp)(iii) and (iv), amended up to 21 March 2026
Who is kept out of the promoter group?
A proviso to limb (v) stops an institution from becoming promoter group just because it owns 20 percent or more of the promoter's equity. It names financial institutions, scheduled banks, foreign portfolio investors other than individuals, corporate bodies and family offices, mutual funds, venture capital funds, alternative investment funds, foreign venture capital investors and IRDAI-registered insurers. A second proviso pulls them back in for companies they promoted themselves, or a mutual fund they sponsor.
Where does the promoter group appear in the shareholding pattern?
In Table II, "Statement showing holding of specified securities by the Promoter and Promoter Group", of the format in the SEBI LODR Master Circular dated 30 January 2026. Section II-A para 2.2 of that circular says the term carries the ICDR meaning above. Each row is tagged with an entity type, promoter or promoter group, and the table's own note says the promoter group "would exclude promoters". Rows are split into Indian holders (A)(1) and foreign holders (A)(2), and the table closes with one line: Total Shareholding of Promoter and Promoter Group, (A).
LODR Regulation 31(4) requires every promoter and promoter group entity to be disclosed separately on the exchanges' websites. Since the quarter ended 30 June 2025, Table II must also list members with NIL shareholding (Master Circular para 6A(b)(i), from circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/35 dated 20 March 2025). A name with zero shares in Table II is a disclosure, not a data error. Everything outside line (A) is the public side of the minimum public shareholding test. For how the rest of the filing reads, see how to read a shareholding pattern.
Why does the promoter number move without anyone trading?
Because the headline is a group total, and membership is a definition rather than a trade. A company that starts to meet the 20 percent test brings its existing holding into line (A); a member reclassified as public under Regulation 31A takes theirs out. A transfer between two members does the opposite: rows inside Table II change while (A) stays put. Compare one quarter end against the next, 30 June 2026 against 30 September 2026, and check the Table II rows before reading a change in (A) as a sale. The promoter holding tracker explains that comparison, and Flock's Smart Money Report for Q2 FY27 ranks the changes as patterns are filed, 1 to 21 October 2026. Pledges and other encumbrances on the same shares sit in Table II's own columns; see promoter pledging.
Can a promoter group member leave the group?
Yes, through reclassification as public under LODR Regulation 31A. The person seeking it and the "persons related" to them, which Regulation 31A(1)(b) defines by pointing back to limbs (ii) to (iv) of ICDR Regulation 2(1)(pp), must together hold no more than 10 percent of total voting rights, and must not exercise control, hold special rights, sit on the board or act as key managerial personnel (Regulation 31A(3)(b)). The full procedure, including the exchange's no-objection step, is in what is promoter reclassification.
So, what is a promoter group in one line: the circle of people and companies ICDR Regulation 2(1)(pp) ties to the promoter, reported together as line (A) of Table II. Flock reads these public filings and keeps each one stamped with its date and source. Not investment advice; what any of it means for you is your call to make.
Frequently asked questions
What is the difference between a promoter and a promoter group?
The promoter is the person in control, defined in ICDR Regulation 2(1)(oo). The promoter group, Regulation 2(1)(pp), starts with the promoter and adds immediate relatives, linked companies at a 20 percent equity test, and HUFs or firms where the family holds 20 percent or more. Source: SEBI ICDR Regulations, 2018, amended up to 21 March 2026, read 2 October 2026.
Where is the promoter group disclosed?
In Table II of the quarterly shareholding pattern, filed with NSE and BSE within 21 days of quarter end under LODR Regulation 31(1)(b). Each entity is tagged promoter or promoter group, and the table ends in one total, line (A). For the quarter ended 30 September 2026, filings are due by 21 October 2026. Source: SEBI LODR Regulations, amended up to 14 July 2026.
Who is an immediate relative for the promoter group?
Regulation 2(1)(pp)(ii) spells it out: the promoter's spouse, and any parent, brother, sister or child of the promoter or of the spouse. Nobody else counts as an immediate relative under this clause. Source: SEBI ICDR Regulations, 2018, amended up to 21 March 2026, read 2 October 2026.
Can a promoter group member be reclassified as public?
Yes, under LODR Regulation 31A. Among the conditions in Regulation 31A(3)(b), the person and related persons must together hold no more than 10 percent of total voting rights, exercise no control, hold no special rights, have no board seat and not act as key managerial personnel. Source: SEBI LODR Regulations, amended up to 14 July 2026, read 2 October 2026.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.