Every quarter, the exchanges ask one question: who owns your company? Reg 31 wants the answer in 21 days, in XBRL, with numbers that tie to the depository. Get the categorisation wrong — or miss the promoter behind the layers — and the filing that looked routine becomes a compliance default.
Reg 31 of the LODR Regulations requires every listed company to file its shareholding pattern with the stock exchanges each quarter — who holds what, in which category, pledged or free, demat or physical. It is the market's single most-read disclosure about your ownership, and SEBI treats its accuracy as non-negotiable.
Running alongside are two promoter-level duties: pledge and encumbrance disclosures under SAST, and significant beneficial ownership under Section 90 of the Companies Act — the BEN-2 regime that looks through holding companies, LLPs and trusts to find the real human owner at 10% and above.
Why does the market care so much about a spreadsheet of names? Because ownership is where the questions start: who controls the company, what is pledged, who the real owner behind the layers is. Every diligence — IPO, QIP, takeover, loan — begins with this filing. A clean, consistent shareholding record shortens every one of those processes.
Every listed company, every quarter — Reg 31 has no exemptions and no quiet quarters. Companies approaching listing need it most urgently: the pre-IPO shareholding cleanup (demat, reconciliation, SBO mapping) is where listing timelines are most often lost.
Promoters with pledged holdings, layered structures or family trusts need continuous attention — pledge disclosures run on 2-working-day clocks, and SBO identification in layered structures is genuine detective work, not a formality.
And if a takeover or delisting is on the horizon, the shareholding record becomes evidence. Acquirers, merchant bankers and SEBI all read the same filings — inconsistencies between quarters, or between the pattern and the SBO declarations, become questions you answer under time pressure. Keep it clean as a standing habit and the transaction work gets materially easier.
Reg 31 filings follow the quarter: 21 days from quarter-end, four times a year. BEN-2 follows events — within 30 days of the company receiving a BEN-1 declaration. Pledge disclosures are the fastest clock: 2 working days. Pre-IPO cleanups typically take four to eight weeks depending on how tangled the history is.
Quarterly Reg 31 work is usually on a fixed annual retainer; one-time cleanups and SBO mapping are scoped and quoted fixed. We will tell you in the first meeting whether your records need a cleanup or just a calendar.
Within 21 days from the end of each quarter — including the March quarter. Reg 31 gives no extended year-end timeline, so the 31 March pattern is due by 21 April like any other quarter.
Quarterly, without exception. Every listed entity files the Reg 31 pattern for every quarter with all exchanges where it is listed, in SEBI's prescribed XBRL format.
It is recorded as a compliance default and attracts fines from the exchanges under their standard operating procedure for LODR non-compliance. It also sits on the company's compliance track record — buyers and bankers read it.
No. SEBI requires 100% of promoter and promoter group holding in dematerialised form. Physical promoter shares are a standard diligence objection and must be dematted.
Yes — the entire promoter and promoter group holding, without exception. Partial demat does not satisfy SEBI; the requirement is 100%, and we reconcile the demat position against the filed pattern every quarter.
A promoter's name doesn't just disappear when they sell. If they exit fully, the company seeks reclassification to public under Reg 31A — board approval, shareholder approval, and the exchange's no-objection — and only then does the category change in the filed pattern.
The outgoing promoter applies to the company; the board approves, shareholders pass an ordinary resolution, and the stock exchanges grant no-objection. Conditions include: the person holds under 10%, exercises no control, has no board seat or KMP role, and the request is not pending enforcement action.
Until transmission is complete, the shares stay in the promoter category shown as of quarter end. Once the legal heir's transmission is registered, the holding moves to the heir's category — which may trigger a Reg 31A reclassification if the heir is not part of the promoter group.
No. SEBI's prescribed format places each shareholder in exactly one category — Promoter & Promoter Group, Public, or Non-Promoter Non-Public — based on their primary classification. Dual categorisation is not permitted.
On the normal quarterly cycle — within 21 days of quarter end under Reg 31. But a bonus, split, buyback or preferential allotment changes every number, so we re-verify categorisation immediately after the action rather than waiting for quarter end.
BEN-2 is the form in which the company reports its significant beneficial owners to the ROC. The SBO declares to the company in BEN-1; the company then files BEN-2 — the obligation sits with the company, not the individual.
Within 30 days of receiving the SBO's declaration in BEN-1. The clock starts when the company receives the declaration, so we diary both dates — receipt and filing — to prove the 30-day window.
An individual holding 10% or more of shares, voting rights or dividend rights — directly or indirectly — or holding the right to exercise significant influence or control over the company. The rules look through trusts, LLPs and holding companies to the natural person.
Section 90 carries fines on the company and every officer in default, escalating for continuing defaults — and the ROC actively issues notices on missing BEN-2 filings. It is one of the cheapest filings to get right and one of the costliest to ignore.
Each missed quarter is a separate compliance default with exchange fines under the SOP framework, compounding quarter on quarter. Persistent failure draws SEBI scrutiny and the gaps show on the company's public compliance record.
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