SEBI’s 2 July 2025 circular offers a final 6-month window to re-lodge physical share transfer requests pending before April 2019. Here’s a compliance checklist for listed companies and Company Secretaries to act fast and avoid lapses.
Introduction
On 2nd July 2025, the Securities and Exchange Board of India (SEBI) issued a significant circular providing a final six-month window (from 7 July 2025 to 6 January 2026) to re-lodge physical share transfer requests submitted before 1 April 2019 and were rejected, returned or left pending due to deficiency in the documents.
This move affects numerous investors and places new compliance responsibilities on listed companies and their Company Secretaries (CS). This blog serves as a comprehensive compliance guide for implementing SEBI’s latest circular, with an actionable checklist to ensure timely, accurate, and regulatory-compliant execution.
What Does SEBI’s 2 July 2025 Circular Say?
Key Highlights:
- Eligible Requests: Shareholders can re-lodge requests for the transfer of physical shares that were:
- Originally submitted before 1 April 2019 and
- Were rejected, returned, or left unprocessed due to incomplete documentation or other reasons.
- Demat-Only Issuance Mandate: During this period, all securities that are re-lodged for transfer—including requests already pending with the listed company or RTA—must be issued only in dematerialised (demat) form.
The due process must be strictly followed for all transfer-cum-demat requests. - Six-Month Compliance Window:
Re-lodgement must occur between 7 July 2025 and 6 January 2026. No extensions will be granted. - Investor Awareness Campaigns:
Companies and RTAs must issue public notices (every 2 months) in both print and digital media to inform shareholders. - Monthly Reporting to SEBI:
Listed companies/ RTA must report:- About Publicity done,
- Total re-lodgement requests received,
- Number requests processed, approved and rejected,
- Average processing turnaround time.
What Listed Companies & Company Secretaries Must Do
1. Coordinate with the Registrar & Transfer Agent (RTA)
- Validate internal records to identify all pending/rejected pre-2019 transfer requests.
- Align with RTAs and depositories (NSDL/CDSL) on transfer-cum-demat process flows.
2. Set Up Transfer-Cum-Demat Workflow
Ensure that:
- Original physical documents are verified,
- All necessary KYC documents (including PAN, bank details, signature verification) are available,
- The transferee has an active demat account,
- Shares are credited in demat form upon successful validation.
3. Launch Investor Communication Campaigns
- Update the company website with SEBI circular highlights, FAQs, and contact support.
- Issue public notices every 2 months (as mandated).
- Provide shareholders with a step-by-step guide for re-lodgement and demat compliance.
4. Internal Governance & Reporting
- Designate a Processing Team.
- Maintain a central dashboard or register for tracking re-lodgement requests.
- Provide monthly compliance reports to SEBI in the prescribed format.
- Keep the Stakeholders’ Relationship Committee updated on progress.
Compliance Checklist for Listed Companies & Company Secretaries
| Compliance Area | Action Item | Tentative Deadline/ Frequency | Owner |
|---|---|---|---|
| Re-lodgement SOP | Frame internal process for identifying eligible cases | July 15, 2025 | CS |
| RTA Coordination | Communicate circular to RTA and confirm readiness | July 10, 2025 | CS |
| Investor Communication | Publish announcement on company website and newspapers | August, October, December | CS |
| Demat Validation | Ensure transferee demat account exists before processing | Case-by-case | RTA |
| Public Disclosure to Exchanges | File intimation under Reg 30 (LODR) about newspaper advertisement | On the day of newspaper publication | CS |
| SEBI Monthly Report | Submit transfer data to SEBI via RTA | By 10th of each month | CS/ RTA |
| Committee Update | Keep the Stakeholders’ Relationship Committee informed of compliance actions | Quarterly or after closure of special window | CS |
| Investor Helpdesk | Nominate nodal officer to address legacy transfer queries | July 15, 2025 | CS |
| Document Archival | Maintain digital and physical record of all re-lodged cases | Ongoing | CS/ RTA |
Why This Matters: Risks of Non-Compliance
Failure to comply with SEBI’s 2025 circular may result in:
- Investor grievances and potential legal challenges.
- Reputational harm due to denial of legitimate entitlements.
- Regulatory scrutiny for ignoring mandatory reporting and demat issuance obligations.
This is likely SEBI’s final opportunity to regularise old physical transfer requests, lodged prior to deadline of April 01, 2019 and were rejected/ returned due to deficiency in the documents—non-compliance could close the door permanently for affected investors.
Conclusion: Turn Compliance into Confidence
SEBI’s 2 July 2025 circular provides clarity and a final chance for shareholders with pending physical transfer cases. For listed companies and Company Secretaries, this is not just a regulatory deadline—but an opportunity to:
- Clean up legacy records,
- Strengthen investor trust, and
- Demonstrate good corporate governance.
Early action, structured workflows, and robust communication are essential. Make this a compliance success story, not a missed opportunity.
The SEBI Circular can be accessed here.
Ready to Comply with SEBI’s July 2025 Circular?
This is not just another regulatory update — it’s a time-bound compliance requirement with investor trust and regulatory scrutiny at stake.
The clock is ticking:
- 📅 Window Opens: July 7, 2025
- ⏳ Deadline: January 6, 2026
Don’t wait for investor grievances or SEBI queries to force action.
What Should You Do Now?
Company Secretaries
- Review legacy transfer requests now — don’t rely solely on RTAs
- Train your team on eligibility rules and demat validation
- Lead investor communications and disclosure planning
Listed Companies
- Nominate a compliance taskforce
- Ensure your website and exchange filings reflect the circular
- Engage RTAs proactively to reduce turnaround time and error rates
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