Key Points
The government amended public listing rules to allow large companies to offer smaller stakes during IPOs while gradually increasing public shareholding to 25%.
The reform is expected to facilitate the listing of Jio Platforms, potentially India’s largest IPO, with valuations estimated as high as $170–180 billion.
Timelines of both the listing rules amendment and Jio's IPO have developed parallelly, with only a month's gap between Jio's announcement of its expected IPO launch and SEBI's approval of the new regulations.
The Central Government, on 13 March 2026, notified changes to the Securities Contracts (Regulation) Rules, allowing ‘mega companies’ to offer smaller share portions during their Initial Public Offerings (IPOs). This comes ahead of Jio Platforms Ltd. launching ‘India’s largest ever IPO’.
The amendment, issued by the Ministry of Finance through the Securities Contracts (Regulation) Amendment Rules, 2026, modifies Rule 19 of the Securities Contracts (Regulation) Rules, 1957. These provisions govern the minimum public shareholding required when companies list on recognised stock exchanges.
The new framework introduces a graded system that adjusts minimum public shareholding requirements according to the size of a company’s post-issue capital. The policy objective is to make it easier for very large firms to access public markets.
Under the revised rules, companies with post-issue capital of up to ₹1,600 crore will continue to follow the existing requirement of offering at least 25% of each class of equity shares or convertible securities to the public.
For companies with post-issue capital between ₹1,600 crore and ₹4,000 crore, the minimum offer requirement will now be based on value rather than a fixed percentage. Such companies must offer shares worth at least ₹400 crore to the public.
Companies with post-issue capital between ₹4,000 crore and ₹50,000 crore will be required to offer at least 10% of their shares at the time of listing. However, they must increase public shareholding to 25% within three years of listing in accordance with rules set by the Securities and Exchange Board of India (SEBI).
For companies with post-issue capital above ₹50,000 crore and up to ₹1 lakh crore, the minimum public offer must be equivalent to at least ₹1,000 crore and at least 8% of each class of shares. These companies will have up to five years to increase public shareholding to 25%.
Even greater flexibility has been introduced for the largest companies. Firms with post-issue capital between ₹1 lakh crore and ₹5 lakh crore must offer shares worth at least ₹6,250 crore and maintain a minimum public shareholding of 2.75% at the time of listing.
For companies with post-issue capital exceeding ₹5 lakh crore, the minimum public offer requirement has been reduced further. Such firms must offer shares worth at least ₹15,000 crore while maintaining a public shareholding of at least 1% at the time of listing.
The amendment also specifies timelines for gradually increasing public shareholding. If a company lists with public shareholding below 15%, it must raise that to 15% within five years and further increase it to 25% within ten years. If the public shareholding at the time of listing is already 15% or higher, the company must reach 25% within five years.
Additionally, the rules require that at least 2.5% of each class of equity shares or convertible securities must be offered to the public, regardless of company size. Companies must also list equity shares with superior voting rights alongside ordinary shares on the same recognised stock exchange during the IPO.
See Also: Anil Ambani ₹17,000 Crore Fraud Case: ED Raids, SEBI Ban, and Reliance Communications Collapse
These changes had been anticipated for months. In September 2025, SEBI approved a proposal to reduce the minimum public shareholding requirement for very large companies and recommended that the government amend the rules accordingly.
Under the earlier framework, larger firms, with post-issue capital exceeding ₹1 lakh crore, were required to offer shares worth ₹5,000 crore and at least 5% of equity during the IPO. These companies were then required to gradually increase public shareholding to 10% within two years and 25% within five years of listing. The framework ensured eventual compliance with the 25% public shareholding norm but still required mega companies to sell relatively large stakes at the time of listing.
The timing of the change is widely seen as linked to the planned listing of Jio Platforms Ltd., the digital arm of Reliance Industries. The proposed IPO is expected to be the first listing of a major Reliance subsidiary in nearly two decades.
Jio Platforms owns India’s largest telecom operator, Reliance Jio, which has more than 500 million users. The company has also expanded into areas such as artificial intelligence and digital infrastructure over the past several years.
Investment bankers have suggested valuations for Jio Platforms ranging from $170 billion to as much as $200 billion or more. Reliance is reportedly considering listing as little as 2.5% of Jio’s shares in the IPO. Such a stake sale could raise roughly $4 billion to $4.5 billion, eclipsing the previous largest listing – $3.3 billion raised by Hyundai Motors India in 2024.
Sources familiar with the discussions said Reliance prefers a smaller initial offering because the size of the company already makes it one of the largest businesses in India. Selling a smaller stake could also create stronger demand for the shares by limiting supply.
The IPO would offer investors a chance to buy into one of the fastest growing digital companies in the country. Over the past decade, Jio has transformed India’s telecom sector and attracted major investments from global firms including KKR, General Atlantic, Silver Lake and the Abu Dhabi Investment Authority. The listing is also expected to attract interest from early investors seeking exits through the public market.
The sequence of developments leading to the listing spans several years. Reliance Chairman Mukesh Ambani first signalled plans to list Jio in 2019 with a target timeline of about five years. In 2020, the company raised more than $10 billion from global investors, including Meta and Alphabet, strengthening its balance sheet and expanding its digital ecosystem.
In August 2025, Ambani said the company was aiming to list Jio in the first half of 2026. A month later, in September 2025, SEBI approved a proposal to ease minimum public shareholding norms for mega companies.
Then, in early 2026, Reliance began preparing draft IPO documents aided by Morgan Stanley and Kotak Bank while awaiting government approval of the rule change. The Finance Ministry’s notification on 13 March 2026 has now formally amended the listing rules, clearing a key regulatory hurdle.
If Reliance proceeds with its plans, Jio Platforms’ public debut later this year could mark the culmination of a multi-year strategy and potentially become the largest IPO in India’s capital markets history.
Suggested Reading:
