Granthara01.08.04Shareholding pattern disclosures

Bharat Foods is an illustrative company and every figure here is a teaching example. This lesson describes what a filing contains; it is not legal advice and it is not a recommendation.

01.08.04 · Shareholding pattern disclosures

PreviouslyMandatory disclosures go to the exchange first, and the exchange website is where you read them.

The filing that names the owners.

In 01.03.02 you were simply told that the promoters of Bharat Foods hold 75% and everybody else holds 25%. Nobody had to take that on trust. Four times a year, every listed company in India publishes it.

Not a rumour, not an estimate. A return the company is required to file, in a format it does not get to choose.

Updated

21
days after a quarter ends, before the ownership of every listed company is republished
Part 01 · The Rules of the Game
  1. 01.08.01 The regulator's role and investor protection
  2. 01.08.02 Mandatory disclosures and where they are published
  3. 01.08.03 Insider trading rules and what "material information" means
  4. 01.08.04 Shareholding pattern disclosures
  5. 01.08.05 What is legal, what is fraud, what is just bad practice
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What it is, and when it appears

The shareholding pattern is a quarterly return. Under regulation 31 of SEBI's listing rules, a listed company files it with the exchanges within 21 days of the end of each quarter — so four snapshots a year, each one taken on the last day of the quarter.

It goes to the same place every other filing goes, and 01.08.02 already told you where that is: the exchange website, under the company's own announcements. It is free, it is not summarised by anybody in between, and it is filed in a prescribed format so that two companies can actually be compared.

That last point is worth more than it sounds. Almost everything else a company says about itself is written by the company. This one has its columns chosen by the regulator.

Learn

Three buckets, and only three

Every share is assigned to one of three groups, and they must add to 100%.

Promoter and promoter group. The founders and whoever is controlled by or acts with them — the people 01.03.02 called the owners who also run the company. For Bharat Foods, 75 lakh shares of one crore.

Public. Everyone else who holds freely: institutions, high-net-worth individuals, retail investors, companies. For Bharat Foods, the other 25 lakh.

Non-promoter, non-public. The odd bucket, usually empty and occasionally important. Shares held by an employee benefit trust, or by a custodian against depository receipts — held by somebody, but not really in public hands for the purpose of the rules.

The reason the buckets are defined so carefully is that a listed company must keep a minimum proportion in public hands — 25% is the usual floor — and a company sitting on the floor, as Bharat Foods is, has no room to slip below it by accident.

See it

The same 75 and 25, as the filing reports them

01.03.02 showed two groups. The filing splits the public side further, because who holds it is itself disclosed.

The public 25% is not one thing. The filing separates institutions from individuals, and individuals above ₹2 lakh from those below, because those groups behave differently and are regulated differently.

Learn

The columns nobody reads, which are the useful ones

The percentages are what everyone looks at. Several other columns are more informative.

Shares pledged or otherwise encumbered. Promoters can borrow against their own shares and must disclose how many they have pledged. Bharat Foods' promoters have pledged none. Suppose they had pledged a third of their holding: the shares are still theirs and still vote, but a lender now has a claim on them, and if the price falls far enough the lender can sell them into the market without asking anyone. That is a risk the price chart cannot show you and this column can. Part 12 returns to it.

Locked-in shares. Shares that cannot be sold yet, usually after an IPO. A lock-in expiring is a known future increase in the number of shares that can be traded.

Number of shareholders. Reported per category. A company whose retail holder count triples in two quarters has been discovered by somebody, and the filing says so before any story does.

Shares held in dematerialised form. Almost always near 100% now, and interesting mainly when it is not.

One pattern is a photograph. The information is in the difference between four of them.

Learn

Reading the change, not the snapshot

A single quarter's pattern tells you the shape of the register on one day. What it cannot tell you is direction, and direction is usually what you wanted.

So read them in sequence, and when a number moves, ask what would produce that move rather than assuming the obvious one. A promoter stake falling by two points is the example everybody reaches for, and it has at least four ordinary explanations: they sold; they were forced to sell because a pledge was invoked; they did not sell at all and the company issued new shares to somebody else, diluting them; or they sold deliberately to stay above the 25% public floor after some other change.

Those four have very different meanings and the percentage column looks identical in all of them. The other columns, and the announcements filed alongside, are what separate them — which is why 01.08.02 came first.

Learn

What the filing will not give you

It will not name most of the owners. Only holders above 1% are listed individually; the rest are counted, not named.

It will not tell you what a category thinks. Foreign portfolio investors bought 2% is a fact about a legal category, not a verdict from clever people — the category contains index funds that had no opinion at all, and CANON's rule for this book applies: the label on a holder describes what they may do, not what they know.

And it will not tell you anything about price. A high promoter holding is not a reason to buy and a falling one is not a reason to sell. It is one input to the question Part 11 asks properly — who owns this business, and what does that let them do?

How to use this in five minutesOpen the last four quarterly patterns on the exchange site. Look at three things: the promoter percentage, the pledged column, and the retail holder count. If none of them moved, you have learned something. If one of them moved a lot, you have found the question worth asking.
Remember

The shareholding pattern is a quarterly return filed within 21 days of each quarter end, splitting every share into promoter, public and non-promoter non-public, with public broken down further by type of holder. The percentages are the least of it: the pledge column, the lock-in column and the holder counts say more, and all of it means more read across four quarters than read once.

Everything this chapter has told you, in order

  1. 01.08.01SEBI enforces rules, the exchange polices its members, and your complaint climbs that chain — but nothing in it protects you from a price.
  2. 01.08.02Everything a listed company must say goes to the exchange first, on a clock measured in minutes and hours — where you can read it before anyone explains it to you.
  3. 01.08.03Insider trading is about what you know, not where you work: the moment someone tells you what the market does not know, you may not trade on it or pass it on.
  4. 01.08.04Shareholding pattern disclosures
Next
01.08.05 — What is legal, what is fraud, what is just bad practice

Next: the difference between what is against the law, what is merely bad for you, and what is neither.