SAST Reg 29 vs PIT Reg 7: two disclosure rules

SAST Regulation 29 vs PIT Regulation 7 is the question behind two filings that often describe the same trade. India runs two separate disclosure regimes over the same listed shares: the Takeover Regulations, which care how big a stake is, and the insider trading regulations, which care who traded and for how much. They use different thresholds, different clocks and different routes to the exchange. This guide sets them side by side so a filing can be read for what it actually reports. It is not investment advice.

What sets each one off

SAST Regulation 29 measures a position. Under 29(1), an acquirer together with persons acting in concert who reaches five per cent or more of the shares of a target company discloses the aggregate holding. Under 29(2), a holder already at that level discloses any change exceeding two per cent, including a change that takes the holding below five per cent. Nothing in the trigger depends on the rupee value of the trade.

PIT Regulation 7(2)(a) measures a trade. Every promoter, member of the promoter group, designated person and director discloses securities acquired or disposed of where the value traded, in one transaction or a series over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees. Nothing in that trigger depends on the size of the resulting stake.

Who has to file

The two catch different people, and only partly overlap.

Regulation 29 catches anyone who gets large enough, promoter or not. An offshore fund, a domestic institution or an individual crossing 5% files it, and the filing is made by the acquirer together with persons acting in concert as one aggregate.

Regulation 7(2) catches a fixed list of insiders regardless of size: promoters, members of the promoter group, designated persons and directors. Regulation 6(2) widens it to their immediate relatives and to anyone for whom they take trading decisions. A designated person trading eleven lakh rupees of stock files, even though the stake is nowhere near 5%.

So a large outside investor files SAST and not PIT. A mid-level designated person files PIT and not SAST. A promoter buying heavily can file both for a single trade.

How each reaches the exchange

Regulation 29(3) requires the disclosure within two working days of the receipt of intimation of allotment, or the acquisition or the disposal, made to every stock exchange where the shares are listed and to the target company at its registered office. The acquirer files with the exchange directly.

Regulation 7(2) runs in two hops. The insider discloses to the company within two trading days of the transaction, and under 7(2)(b) the company notifies the particulars to the stock exchange within two trading days of receiving the disclosure or becoming aware of it. The Explanation then resets the meter, so the next disclosure falls due only when transactions after the prior one cross the threshold again.

The units differ too: working days for SAST, trading days for PIT.

What each form shows

A Regulation 29 disclosure is a position statement. Its table runs before, transaction and after, with rows for shares carrying voting rights, encumbrances, voting rights otherwise than by shares, and convertibles, all expressed as numbers and as percentages of total and diluted capital. See how to read a SAST disclosure.

A Form C under PIT is a transaction statement. Its securities table names the person, the category, the holding before and after, the transaction type and the exchange, and a second table reports derivatives by notional value. See what is SEBI PIT Form C and how to read a Form C disclosure.

Both regimes carry a pledge somewhere. SAST Regulation 29(4) treats an encumbrance as an acquisition and its release as a disposal, with the promoter also filing under Regulation 31. See SAST encumbrance disclosure. Form C handles it inside the transaction-type column, which names pledge, revocation and invocation.

Reading them together

When both fire on one trade, they will not look identical, and that is expected rather than a data error. The SAST filing reports an aggregate group position as a percentage of capital. The PIT filing reports one named person's traded value and holding. Dates can differ by a day or two because one clock counts working days from the trade and the other counts trading days through the company.

For the US analogue of the stake-size rule, see SAST disclosure vs Schedule 13D. For the annual Takeover Code filing that ended in 2022, see SAST Regulation 30.

Flock reads both regimes into one timeline per company, each filing dated and linked to its source. What the data means for your money is your call to make.