Regulation 31 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The shareholding pattern is the most-read filing a listed company makes and the one it thinks about least. Analysts open it before the results; so does anyone tracking a promoter's stake, a pledge, or the free float.
It has three trigger points, and the third — a capital restructuring — is the one companies miss, because it arrives outside the quarterly rhythm.
File the shareholding pattern within 21 days of the end of each quarter, one day prior to the listing of securities, and within 10 days of any capital restructuring resulting in a change exceeding 2% of the total paid-up share capital. 100% of the promoter and promoter group's shareholding must be in dematerialised form, and the filing must show holdings on a fully diluted basis.
The three triggers
| Trigger | Deadline |
|---|---|
| End of each quarter | Within 21 days |
| Listing of securities | One day prior to listing |
| Capital restructuring changing the paid-up capital by more than 2% | Within 10 days of the change |
The 2% restructuring trigger picks up preferential allotments, conversions of warrants or convertible instruments, ESOP allotments crossing the threshold in aggregate, buy-backs and capital reductions. It is measured against total paid-up share capital, so a large company's threshold is a big number and a small company's is not.
The failure mode is procedural: the allotment is made, the exchange is informed of the allotment itself under Regulation 30, and the separate shareholding pattern filing under Regulation 31 is forgotten because the team feels it has already told the exchange.
What the filing shows
The pattern is filed in the format SEBI specifies, on the exchange's electronic platform, and its content is more granular than the summary that appears on the exchange website:
- promoter and promoter group holdings, name by name;
- public shareholding split by category — institutions, non-institutions, and the sub-categories within each;
- shares held by employee trusts, and shares held by custodians against depository receipts;
- shares held in dematerialised and physical form;
- locked-in shares;
- encumbered shares — pledged or otherwise — of the promoter and promoter group;
- holdings on a fully diluted basis, so that outstanding convertibles are visible rather than appearing only when they convert.
The encumbrance columns and the fully diluted basis are the two that carry the most information. A rising promoter pledge percentage is one of the earliest visible indicators of promoter-level financial stress, which is why it is disclosed separately rather than netted into the holding.
Promoter holdings must be fully dematerialised
The entire shareholding of promoters and the promoter group must be held in dematerialised form.
There is no transitional latitude left here, and it applies to every share — including a small legacy holding in a deceased family member's name that nobody has got around to transmitting.
The practical consequence appears at the worst moment. A promoter holding shares in physical form cannot participate in an offer for sale, cannot create a valid pledge in the ordinary way, and cannot cleanly transfer them — because securities can only be transferred in dematerialised form in any event. Transfer and transmission of securities →
Where the pattern is read against other filings
The shareholding pattern is the reference document that other disclosures are checked against:
Minimum public shareholding. The public shareholding percentage in the pattern is what demonstrates compliance with the 25% requirement, or measures the shortfall. Minimum public shareholding →
Promoter reclassification. An application to reclassify a promoter as public is tested against the pattern before and after, and the reclassified person's continuing holding is capped. Promoter reclassification →
Related party status. A person holding 10% or more of the equity at any time during the immediately preceding financial year is a related party — and the quarterly patterns are the record that establishes whether they did. Related party transactions →
That third use is worth flagging to a compliance team, because it is retrospective. Determining this year's related parties means reading last year's four shareholding patterns, not today's register.
Key takeaways
- 21 days after each quarter, one day before listing, 10 days after a 2% capital change.
- The restructuring trigger is separate from the Regulation 30 allotment disclosure.
- Promoter and promoter group holdings must be 100% in demat.
- Encumbrance is disclosed separately, not netted into the holding.
- Fully diluted basis makes outstanding convertibles visible.
- Last year's patterns determine this year's related parties.
- The pattern is the evidence for minimum public shareholding compliance.
Read next
- Regulation 31A: Reclassifying a Promoter as Public
- Regulation 38: Minimum Public Shareholding
- Regulation 40: Transfer and Transmission of Securities
- Regulation 30A: Disclosing Shareholder Agreements
Disclaimer: Positions stated as on 5 September 2026. Verify the current text of the Listing Regulations and the prescribed format on sebi.gov.in before relying on any of this.