SEBI/HO/MIRSD/MIRSD -PoD/P/CIR/2025/130 — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

CIRCULAR SEBI/HO/MIRSD/MIRSD -PoD/P/CIR/2025/130 To, The Registrars to an Issue and Share Transfer Agents (RTAs) The Listed Issuers The Depositories The Depository Participants through Depositories Madam / Sir, Sub: Ease of Doing Investment Smooth transmission of securities from Nominee to Legal Heir SEBI has streamlined the process of appointing nominee . The nominee acts as a Trustee of the securities of the original security holder and transfers the securities to the legal heir as per succession plan . As per existing procedure for effecting such transfers , the nominee , while transferring the securities to legal heir , may get assessed for capital gains tax . Payment of tax by the nominee in such a situation may not be appropriate considering that in terms of clause (iii) of Section 47 of the Income Tax Act, 1961 , such transmission is exempted and not considered as "transfer". While the nominee may claim refund of such tax , this process causes inconvenience to the nominee . In order to alleviate this inconvenience, a Working Group ("WG") was formed. The WG, based on engagement with the Central Board of Direct Taxes ( " CBDT") , recommended that to address the issue , reporting entities should use the reason code "TLH" (i.e. Transmission to Legal Heirs), while reporting such transactions to the CBDT . September 19 , 2025 Accordingly, in order to streamline the process of transmission of securities from nominee to legal heir and resolve the abovementioned issues related to taxation, it has been decided that a standard reason code viz. "TLH" shall be used by the reporting entities while reporting the transmission of securities from nominee to legal heir, to the CBDT so as to enable proper application of the provisions of the Income Tax Act, 1961. The procedural requ