The Securities and Exchange Board of India (“SEBI”), in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, read with Regulation 102 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, vide Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97,[1] dated July 02, 2025, issued a circular on the special window for re-lodgement of transfer requests of physical shares.
I. Background
The transfer of securities in physical mode was discontinued effective April 01, 2019. Following this, it was clarified that transfer deeds lodged before the deadline but rejected or returned due to document deficiencies could be re-lodged along with the required documents. The cut-off date for such re-lodgement was set to be March 31, 2021.
II. Issue Raised by Investors
Investors, as well as Registrars to an Issue and Share Transfer Agents (“RTAs”) and listed companies, represented to SEBI that some investors had missed the March 31, 2021, deadline for re-lodging their documents for the transfer of securities.
The issue was discussed in a panel of experts, which included representatives from RTAs, listed companies, and legal experts. Based on the discussions, the said panel recommended that an additional opportunity must be provided for investors who missed the earlier deadline to re-lodge their shares for transfer.
III. Decision to Open Special Window for Re-lodgement
To facilitate ease of investment and secure investors’ rights in securities they purchased, it has been decided to open a special window for the re-lodgement of transfer deeds.
This window shall allow investors to re-lodge transfer deeds that were lodged prior to April 01, 2019 but were rejected, returned, or not attended to due to deficiencies in documents or other reasons. The special window shall be open for a 6 (six)-month period, from July 07, 2025 to January 06, 2026.
IV. Requirements for Re-lodgement During the Special Window
During this period, securities that are re-lodged for transfer (including those requests pending with listed companies or RTAs as of the date) will only be issued in demat mode. The transfer-cum-demat process will be followed for all such re-lodgement requests, ensuring a smooth transition from physical shares to dematerialized format.
V. Publicity and Communication of the Special Window
Listed companies, RTAs, and Stock Exchanges will be required to publicize the opening of this special window through various media channels, including print media and social media, on a bi-monthly basis during the 6 (six) month period.
VI. Dedicated Support Teams for Processing Requests
RTAs and listed companies shall establish focused teams to attend to the re-lodgement requests, ensuring that all submissions are processed in a timely and efficient manner.
VII. Reporting Requirements
RTAs and listed companies shall provide monthly reports on:
- Publicity efforts made regarding the special window
- Shares re-lodged for transfer and demat, in the format specified by SEBI (Annexure-A).
[1]https://www.sebi.gov.in/legal/circulars/jul-2025/ease-of-doing-investment-special-window-for-re-lodgement-of-transfer-requests-of-physical-shares_94973.html