What is a SAST disclosure? SEBI Reg 29

A SAST disclosure is the report filed under SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011, the rulebook commonly called the Takeover Code. Read against the consolidation last amended on 5 December 2025 (read on 19 September 2026), Regulation 29 carries two triggers: 5% of the shares or voting rights of a target company, and every later change of 2% or more. One word in that text is worth pausing on. The continual 2% duty in Regulation 29(2) falls on "any person" holding 5% or more, not only on an "acquirer", so a holder simply sitting on a stake is inside the rule. That has been the position since the 2013 Amendment replaced "Any acquirer, who together" with the person formulation, with effect from 26 March 2013. Filings go to the stock exchanges and to the company within two working days. It is not investment advice.

What is a SAST disclosure, and 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 at 5% or more, 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%. The text reads "Any person together with persons acting in concert with him". The 2013 Amendment moved this limb off "Any acquirer, who together" with effect from 26 March 2013, and the Second Amendment of 2021 tightened the wording to its present form with effect from 1 April 2022. Regulation 29(1) was itself substituted by that 2021 amendment, which restated the 5% test as an acquirer "together with persons acting in concert with him acquiring shares or voting rights ... which taken together aggregates to five per cent or more".

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 2026-09-19·SAST·view source

Does a pledge count as an acquisition?

Yes, for this chapter. Regulation 29(4) says shares taken by way of encumbrance are treated as an acquisition and shares given up on release of an encumbrance are treated as a disposal, so the 5% and 2% tests run over pledged shares too. The proviso carves out a scheduled commercial bank, a public financial institution, a housing finance company or a systemically important non-banking financial company acting as pledgee in the ordinary course of business. "Encumbrance" itself is defined widely in Regulation 28(3): any restriction on free and marketable title, a pledge, lien, negative lien or non-disposal undertaking, or any arrangement in the nature of an encumbrance. That is why a stake that never traded can still produce a filing. For the promoter-side version of the same idea, see how to check promoter pledging.

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.