Regulation 28(1): Every person who holds shares or voting rights entitling him to exercise five per cent or more of the voting rights in any target company shall disclose his name and aggregate shareholding and voting rights in such target company as of March 31 of every year, to the target company and every stock exchange on which the shares are listed.

Holds 5% or more of voting rights — annual declaration

By April 7 of every year (within 7 WD of March 31)

Target company + all stock exchanges where listed

Promoter / promoter group — annual declaration regardless of percentage

By April 7 of every year

Target company + all stock exchanges where listed

Persons who become holder of 5% or more during the year

Within 2 WD of acquisition crossing 5%

Target company + all stock exchanges

Regulation 29(1): Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, aggregate to five per cent or more of the shares or voting rights in such target company, shall disclose their aggregate shareholding and voting rights in such target company in the manner set out in Schedule III.

Regulation 29(2): Any person holding shares or voting rights aggregating to five per cent or more of the voting rights in a target company shall disclose to the target company and the stock exchanges the number of shares or voting rights held by him and change in shareholding or voting rights, even if such change results in shareholding or voting rights falling below five per cent, if there has been a change in such holdings from the last disclosure made, exceeding two per cent of total shares or voting rights of the target company.

Initial acquisition reaching 5% or more

Holdings reach 5% or more

Within 2 WD of acquisition crossing 5%

Any change in holding above 5% by 2% or more

2% change (up or down) in holdings above 5%

Within 2 WD of the transaction causing the change

Fall below 5%

Holdings fall below 5% from above 5%

Within 2 WD — Regulation 29(2) specifically covers this

Promoter/promoter group — any acquisition/disposal

Any change in promoter holding

Within 2 WD

Regulation 30(1): The target company shall disclose to every stock exchange on which its shares are listed, the aggregate number of shares held by each of the promoters and promoter group in such target company within seven days of the receipt of the disclosure from any such person.

Reg 28(1)

Annual disclosure — all 5%+ holders

Every March 31

By April 7 (7 WD)

Reg 28(1)

Annual disclosure — promoters/promoter group

Every March 31

By April 7

Reg 29(1)

Event-based — acquisition reaching 5%

Crossing 5% threshold

Within 2 WD

Reg 29(2)

Event-based — 2% change in holdings above 5%

2% upward or downward change

Within 2 WD

Reg 29(2)

Event-based — fall below 5%

Holdings drop below 5%

Within 2 WD

Reg 30(1)

Target company disclosure to exchanges

Receipt of promoter disclosure

Within 7 days

SAST Disclosure Obligations — Regulations 28-30

Model Answer — REGULATION 28 — INITIAL/ANNUAL DISCLOSURES: Every person holding 5% or more of voting rights must disclose their aggregate shareholding to the target company and all stock exchanges by April 7 every year (within 7 WD of March 31). Promoters and promoter group must make annual disclosures regardless of their shareholding percentage. REGULATION 29 — CONTINUAL/EVENT-BASED DISCLOSURES: (i) When holding first reaches 5% or more — disclose within 2 WD of crossing 5%; (ii) any 2% or more change (upward or downward) in holdings above 5% — disclose within 2 WD of the transaction; (iii) when holdings fall BELOW 5% — disclose within 2 WD. Promoters must disclose ANY change in holding within 2 WD. REGULATION 30 — TARGET COMPANY DISCLOSURES: The target company must disclose to stock exchanges the aggregate promoter/promoter group holding within 7 days of receiving disclosures from them. PENALTY: Non-disclosure under SAST attracts Section 15H SEBI Act penalty — ₹25 crore or 3× profit (whichever higher). Practical note: Regulations 28-30 work alongside SEBI (LODR) Regulations' requirements — the total disclosure ecosystem for listed companies' shareholding is comprehensive.

🎯 EXAM POINTERS — Topic 50: SAST Disclosure Requirements [Regulations 28-30]

• Regulation 28: ANNUAL disclosure — 5%+ holders + ALL promoters/promoter group — by April 7 (7 WD of March 31).
• Regulation 29(1): EVENT — acquisition REACHING 5% → 2 WORKING DAYS.
• Regulation 29(2): EVENT — 2% CHANGE (up or down) in holdings above 5% → 2 WORKING DAYS.
• Regulation 29(2): EVENT — holdings FALL BELOW 5% → 2 WORKING DAYS.
• Regulation 30: Target company discloses to exchanges within 7 DAYS of receiving promoter disclosures.
• Penalty for non-disclosure: Section 15H SEBI Act — ₹25 crore OR 3× profit (whichever HIGHER).
• Promoters must disclose ANY change — not just 2% threshold — within 2 WD.
• Disclosures go to: target company AND every stock exchange where shares are listed.
• SAST disclosure regulations overlap with LODR Regulation 31 (quarterly shareholding pattern) — both apply.
• Annual disclosure deadline: April 7 = 7 WORKING DAYS after March 31. Not calendar days.