What is a SAST disclosure? SEBI Reg 29

A SAST disclosure is the report an acquirer files under SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011, the rulebook commonly called the Takeover Code. In its most watched form, a SAST disclosure tells the market when someone crosses 5% of an Indian listed company and, after that, when their holding moves by 2% or more. It is filed with the stock exchanges and the company, which makes it a public record of who is building or trimming a stake. This guide explains the thresholds and timing. It is not investment advice.

What are the 5% and 2% thresholds?

Regulation 29 sets two triggers:

• Regulation 29(1), the 5% test. An acquirer, together with persons acting in concert (PAC), whose holding reaches 5% or more of the shares or voting rights of a target must disclose the aggregate holding.
• Regulation 29(2), the 2% test. Once above 5%, every change of 2% or more, whether an increase or a decrease, must be disclosed. The obligation holds even when the change takes the holding back below 5%.

For listed entities on the Innovators Growth Platform, the "5%" reads as "10%" and the "2%" reads as "5%".

How quickly, and to whom?

A Regulation 29 disclosure must be made within 2 working days of the acquisition or disposal, or of receiving intimation of allotment. It is filed with the stock exchanges where the company is listed and with the company itself. That is what makes stake-building visible: the same event that changes a shareholder's position also creates a dated public filing.

Filed 2026-07-22·SAST·view source

Is a SAST disclosure the same as an open offer?

No, and the difference matters. A SAST disclosure reports a change in holding at the 5% and 2% levels. An open offer is a separate duty, triggered at higher control thresholds under the same Takeover Code, to offer to buy shares from the other shareholders. A person acting in concert is counted together with the acquirer for both. For the disclosure regime next to its US analogue, see SAST disclosure vs Schedule 13D.

Where to read SAST disclosures

SAST disclosures are published by the stock exchanges and by SEBI. Reading them next to a company's shareholding pattern shows both the running quarterly picture and the event-by-event changes in a large holder's stake.

Flock reads disclosure filings and keeps each one dated and linked back to its source, so you can move from a summary to the original SAST disclosure in one step. What any of it means for your money is your call to make.