How to read a SAST disclosure, column by column

Learning how to read a SAST disclosure takes about five minutes, because the form is the same every time. It reports one event, a change in a large holding in an Indian listed company, in three stacked blocks: what the acquirer held before, what moved, and what they held after. The traps are in the rows rather than the arithmetic, and the most common misreading is treating a pledge line as a purchase. This guide walks the prescribed format field by field. It is not investment advice.

The header: who filed, and against which company

Four fields open the form. The name of the target company. The names of the acquirer and of the persons acting in concert with the acquirer. Whether the acquirer belongs to the promoter or promoter group. And the names of the stock exchanges where the shares of the target company are listed.

The second and third fields do more work than they look. A SAST disclosure is filed by the acquirer together with persons acting in concert, so the numbers are an aggregate across a group, not one person's trade. See what are persons acting in concert. The promoter flag decides whether the filing describes an insider adding to a controlling stake or an outsider building one.

The three blocks, and the five rows inside each

The body is a table with three numeric columns: the number of securities, the percentage with respect to total share or voting capital, and the percentage with respect to total diluted share or voting capital.

Three blocks stack down the page. The holding before the acquisition under consideration, the details of the acquisition, and the holding after the acquisition. Each repeats the same five rows:

1. Shares carrying voting rights.
2. Shares in the nature of encumbrance, listed in the format as pledge, lien, non-disposal undertaking or others.
3. Voting rights otherwise than by shares.
4. Warrants, convertible securities or any other instrument entitling the acquirer to receive shares carrying voting rights, with holding specified in each category.
5. Total.

Row 2 is where most misreadings happen. Regulation 29(4) treats shares taken by way of encumbrance as an acquisition and shares given upon release as a disposal, so a financing event fills the same table as a purchase. In the middle block of the disposal-side format the row reads "shares encumbered / invoked / released by the acquirer", and the total line is written as a plus or minus, because an encumbrance can move the total in either direction. See what is promoter pledging.

The two percentage columns

The format defines the denominators in its own footnotes. The plain percentage uses the total share or voting capital taken from the company's latest filing to the stock exchange. The diluted percentage uses diluted share or voting capital, which the footnote defines as the total number of shares in the target company assuming full conversion of the outstanding convertible securities and warrants.

A holder who owns only equity shares in a company with no outstanding convertibles will see the same number twice. Where the two diverge, the gap is telling you the company has convertible instruments outstanding, and that the acquirer's stake would be diluted if they converted.

One footnote is visibly dated. It directs the filer to take total capital from the latest filing made under Clause 35 of the Listing Agreement, a provision superseded when the SEBI LODR Regulations, 2015 replaced the Listing Agreement, with the quarterly shareholding pattern now filed under LODR Regulation 31. The formats were re-published in June 2021 carrying the same wording. The instruction still resolves in practice, because the shareholding pattern is the filing it points at. See how to read a shareholding pattern.

The closing fields

Below the table the form asks for the mode of acquisition, with the format's own examples being open market, public issue, rights issue, preferential allotment, inter-se transfer and encumbrance. Then the salient features of the securities acquired, including time till redemption and the ratio at which they convert into equity shares. Then the date of acquisition, or of receipt of intimation of allotment.

The last three lines are the company's capital before the acquisition, after it, and the total diluted capital after it. These are what make the percentages checkable rather than asserted.

Part B, which you will not find

The Regulation 29(1) format has a Part B holding the target company name, the acquirer and PAC names, whether they belong to the promoter group, and the PAN of the acquirer or PACs. Its note reads that Part B shall be disclosed to the stock exchanges but shall not be disseminated.

So the public copy of a Regulation 29(1) disclosure is Part A. The PAN exists, the exchange has it, and it is deliberately not published. If you are trying to match an acquirer across filings, you are matching on name, not on identifier, which is why name normalisation matters in Indian filing data.

For how the two Regulation 29 formats differ from each other, see Regulation 29(1) vs 29(2), and for the parallel insider-trading form, see how to read a Form C disclosure.

Flock parses Indian takeover disclosures alongside shareholding patterns and US filings, keeping every figure dated and linked to the filing it came from. What the data means for your money is your call to make.