Key Compliances under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Other Than Chapter II)

Special Window for Transfer and Demat of Physical Securities Purchased or Sold Prior to April 01, 2019

Background

SEBI had earlier opened a special window for re-lodgement (six-month window from July 7, 2025 to January 6,2026 ) of transfer deeds of physical securities pursuant to its circular dated July 02, 2025.Certain investors, however, continued to face difficulties in securing transfer and dematerialisation of physical securities purchased or sold prior to April 01, 2019. To further facilitate investors in obtaining rightful access to their securities, SEBI has decided to open another special window for transfer and dematerialisation of such physical securities. This circular sets out the framework, eligibility, conditions, and procedural requirements for availing this window.

Applicability

The circular shall be applicable to:

    1. Entity other than SME listed on stock exchange
    2. SME listed on stock exchange

 

Compliance Requirements under the Circular

  • Special Window for re-lodgement of Transfer Requests of Physical Securities [SEBI Circular HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated Jan 30, 2026 and SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025]

To help investors, a special window is re-opened for transfer and demat of physical securities sold/purchased before 1 Apr 2019. The window will remain open from 5 Feb 2026 to 4 Feb 2027 (earlier it was open for 6 months from 7 July 2025 till 6 Jan 2025). Transferred securities shall be credited only in demat mode and will be locked-in for one year, during which no transfer, lien, or pledge is permitted. [For clarity with regard to applicability of this window, matrix given in Point 6 of SEBI Circular HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated Jan 30, 2026 may be referred]

  • Time limit for processing transfer requests received during Special window from 05.02.26 to 04.02.27 [SEBI Circular HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated Jan 30, 2026 and SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025]

The listed companies / RTAs shall process the transfer requests received during special window period from 05.02.26 to 04.02.27 within 70 days from the date of receipt of request from the transferee with complete documentation

  • Publication of opening of special window for re-lodgement of Transfer Requests of Physical Securities [SEBI Circular HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated Jan 30, 2026 and SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025]

Listed companies, RTAs and Stock Exchanges shall publicize the special window (5 Feb 2026–4 Feb 2027) for transfer and dematerialisation of physical securities sold/purchased before 1 Apr 2019 through print, social and other media, at least once every two months during the one-year period.

  • Advertisement for non-delivery of objection memo or non-availability of documents for transfer [SEBI Circular HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated Jan 30, 2026 and SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025]

Where objection memo is not delivered or transferor is untraceable/uncooperative/docs unavailable, advertisement shall be published in one English national & regional daily at transferor’s last known address, inviting objections within 30 days. Advertisement shall also be hosted on company’s website

 

Penalty & Punishment

General penalty:

Listed entity/any other person who contravenes any provision of the regulations shall be liable for one or more of the following penalties/actions as deemed fit by the regulator : a) action as per Securities Law, b) fine, c) suspension of trading, d)freezing of promoter/promoter group holding of designated securities, as may be applicable, in coordination with depositories, e) any other action specified by Board

 

Disclaimer: The information contained in this Article is intended solely for personal non-commercial use of the user who accepts full responsibility of its use. The information in the article is general in nature and should not be considered to be legal, tax, accounting, consulting or any other professional advice. We make no representation or warranty of any kind, express or implied regarding the accuracy, adequacy, reliability or completeness of any information on our page/article. 

To stay updated Subscribe to our newsletter today

Explore other Legal updates on the 1-Comply and follow us on LinkedIn to stay updated 

Post Views: 58

Schedule A Demo