SEBI/HO/MIRSD/MIRSD -PoD/P/CIR/2025/91

1 · Procedures for granting registration 1

1 · 1.The Board may consider grant of certificate to an applicant, notwithstanding that another entity in the same group has been previously granted registration by the Board, if the following conditions are fulfilled:

1 · 1.1. The entities are incorporated as separate legal entities.

1 · 1.2. The entities have independent Board of Directors. Independent Board of Directors for this purpose means that common directors should not be in majority in both the Boards.

1 · 1.3. There is absolute arm’s length relationship with reference to their operations.

1 · 1.4. The key personnel and infrastructure are independently available for each entity.

1 · 1.5. Each entity has independent regulatory controls and supervisory mechanism.

2 · Online Registration Mechanism for RTA 2

2 · 1.An RTA shall submit application for registration/surrender/cancellation, submission of periodical reports, requests for change of name/address/ other details, etc. only in online mode on the SEBI Intermediary Portal (https://siportal.sebi.gov.in). Link for SEBI Intermediary Portal is also available on SEBI website - www.sebi.gov.in .

2 · 2.RTA will be separately required to submit relevant documents viz. declarations/ undertakings required as a part of application forms prescribed in relevant regulations, in physical form, only for records without impacting the online processing of applications for registration .

1 · RRTI Circular No 1. (2002-2003) dated September 25, 2002

2 · SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017.

2 · 3.In case of any queries and clarifications with regard to the SEBI Intermediary Portal, RTA may contact on 022-26449364 or may write at portalhelp@sebi.gov.in .

3 · General Instructions to Registrars To an Issue / Share Transfer Agents 3

3 · 1.Registration

3 · 1.1. The Registration granted pursuant to Chapter II of the Regulations will be for the principal as well as for all the branch offices in India of the RTI, declared in its application for registration.

3 · 1.2. The Registration number contained in the certificate of registration should be quoted in all the correspondence with SEBI, Government authorities, Stock Exchanges and its clients.

3 · 2.General

3 · 2.1. With a view to ensuring that all Rules, Regulations, Guidelines, Notifications etc . issued by SEBI, the Government of India, and other regulatory organizations are compiled with, the RTI shall designate a senior officer as Compliance Officer, who shall coordinate with regulatory authorities in various matters and provide necessary guidance as also ensure compliance internally. The Compliance Officer shall also ensure that observations made/ deficiencies pointed out by SEBI in the functioning of the Registrars do not recur.

3 · 2.2. Correspondence relating to registration and clarifications on Guidelines/Circulars Issued by SEBI shall be made only by the Principal Office of the RTI and not by the branch offices.

3 · 2.3. Necessary Code of Conduct for the officers and employees of the Registrars should be framed to prevent insider trading, in the light of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 .

3 · 2.4. Memorandum of Understanding (Valid Agreement)

3 · RRTI Circular No. 1 dated November 05, 1993 and SEBI RRTI Circular No. 1 (94-95) dated October 11, 1994

3 · 3.Bulk Mailing of Registered letters, Articles etc.:

3 · 4.Processing of Applications

3 · 4.1.The Registrars should take proper care and evolve a suitable system whereby multiple applications can be weeded out and eliminated.

3 · 4.2.Instances of multiple applications should be brought to the notice of the Companies (Issuers) as also the lead managers for necessary action.

3 · 5.Agreement to be entered into with Issuer / body corporate.

3 · 5.1. In terms of regulation 9A (1) (b) of the Regulations, all RTI/STA are required to enter into a legally valid agreement with the Issuers / Body corporate.

3 · 5.2. Where the RTI/STA is a company the agreement should be executed by persons authorized to execute documents in accordance with the Articles of Associations of the company; in case of partnership firms the agreement should be executed by all the partners or the Managing partner acting under the authority of the other partners; and in the case of a proprietary concern, by the proprietor himself.

3 · 5.3. The agreement must be stamped according to the Local Stamp Laws for the time

3 · 5.4. In the case of a large issue, the Issuer may decide to appoint / associate more than one RTI. In such a case the agreement shall be executed by all the RTIs and the Issuer and the Lead Manager shall be a confirming party. The scope of work and responsibilities of each Registrar shall be clearly spelt out in the agreement.

3 · 5.5. The agreement entered into by a RTI with an Issuer shall be valid at least until the expiry of one year from the date of closing of the Issue and in the case of an agreement entered into by a STA with a body corporate, it shall be valid for a minimum period of one-year renewable if the circumstances so require.

3 · 5.6. A certified copy of the executed agreement between the RTI and the issuer shall be immediately forwarded to the Lead Managers to the Issue (Pre-issue and PostIssue).

3 · 6.Records to be maintained by RTI/ STA

3 · 6.1. In pursuance of the powers conferred upon SEBI by regulation 14(2)(h) and regulation 14(3)(C) of the Regulations, it is hereby stipulated that in addition to the books, records and documents stipulated in regulation 14(1), 14(2) and 14(3) the following records and documents shall also be maintained by the RTI/STA in hard copy / magnetic media.

3 · 6.2. Mandatory obligations of RTI / STA

3 · 6.3. Other directions to RTIs / STAs

4 · Application procedure for registration/renewal as RTA4 A4

4 · 1.All entities, desirous to be registered as RTA are required to furnish all the information as specified in 'Performa 1-12' and 'Additional Information Sheet' (https://www.sebi.gov.in/sebi_data/commondocs/nov2020/RTA%20Annexure%202_p.pdf), available on SEBI website (www.sebi.gov.in) at the time of submitting registration application in 'Form A'- Annexure-3 .

4 · 2.All registered RTA, desirous of renewal of their registration are required to furnish all the information as specified in 'Information Sheet for renewal application' (https://www.sebi.gov.in/otherentry/nov-2002/information-sheet-for-renewal-to-befurnished -for -renewal -application_20352.html), available on SEBI website (www.sebi.gov.in), at the time of submitting registration application in 'Form A'.

4 · PMD/RRTI/NB/ 22463/2002 dated November 20, 2002

4 · 3.The information submitted to SEBI at the time of registration/renewal application, shall be full and complete in all respects, otherwise it may delay processing of the registration/renewal application.

5 · Prior approval for change in control 5

5 · 1.To streamline the process of providing approval to the proposed change in control of RTA, it has been decided that:

5 · 1.1. The Intermediary shall make an online application to SEBI for prior approval through the SEBI Intermediary Portal ('SI Portal') (https://siportal.sebi.gov.in).

5 · 1.2. The online application in SI portal shall be accompanied by the following information/declaration/undertaking about itself, the acquirer(s)/the person(s) who shall have the control and the directors/partners of the acquirer(s)/ the person(s) who shall have the control:

5 · SEBI/HO/MIRSD/DOR/CIR/P/2021/42 dated March 25, 2021 and SEBI/HO/MIRSD/ MIRSD-PoD2/P/CIR/2022/163 dated November 28, 2022

5 · 1.3. The prior approval granted by SEBI shall be valid for a period of six months from the date of such approval within which the applicant shall file application for fresh registration pursuant to change in control.

5 · 2.To streamline the process of providing approval to the proposed change in control of an intermediary in matters which involve scheme(s) of arrangement which needs sanction of the National Company Law Tribunal ("NCLT") in terms of the provisions of the Companies Act, 2013, the following has been decided:

5 · 2.1. The application seeking approval for the proposed change in control of the intermediary shall be filed with SEBI prior to filing the application with NCLT.

5 · 2.2. Upon being satisfied with compliance of the applicable regulatory requirements, an in -principle approval will be granted by SEBI;

5 · 2.3. The validity of such in-principle approval shall be three months from the date issuance, within which the relevant application shall be made to NCLT.

5 · 2.4. Within 15 days from the date of order of NCLT, the intermediary shall submit an online application in terms of paragraph 5.1 along with the following documents to SEBI for final approval:

5 · 3.Transfer /transmission of shareholding in case of unlisted body corporate RTA: In following scenarios, change in shareholding of the RTA will not be construed as change in control:

5 · 4.Transfer /transmission of shareholding in case of a proprietary firm type RTA: In case of an RTA being a proprietary concern, the transfer or bequeathing of the business/capital by way of transmission to another person is a change in the legal formation or ownership and hence by the definition of change in control, such transmission or transfer shall be considered as change in control. The legal heir / transferee in such cases is required to obtain prior approval and thereafter fresh registration shall be obtained in the name legal heir/transferee.

5 · 5.Transfer /transmission of ownership interest in case of partnership firm type RTA: Change in partners and their ownership interest of the partnership firm type RTA shall be dealt in following manner:

5 · 6.Incoming entities/ shareholders becoming part of controlling interest in the RTA pursuant to transfer of shares from immediate relative / transmission of shares (immediate relative or not), need to satisfy the fit and proper person criteria stipulated in Schedule II of the Intermediaries Regulations .

6 · Transfer of business to other legal entity 6

6 · 1.The transferee shall obtain fresh registration from SEBI in the same capacity before the transfer of business if it is not registered with SEBI in the same capacity. SEBI shall issue new registration number to transferee different from transferor's registration number in the following scenario:

6 · 2.In case of change in control pursuant to both regulatory process and non-regulatory process, prior approval and fresh registration shall be obtained. While granting fresh registration to same legal entity pursuant to change in control, same registration number shall be retained.

6 · 3.If the transferor ceases to exist, its certificate of registration shall be surrendered.

6 · 4.In case of complete transfer of business by transferor, it shall surrender its certificate of registration.

6 · 5.In case of partial transfer of business by transferor, it can continue to hold certificate of registration.

6 · SEBI/HO/MIRSD/DOR/CIR/P/2021/46 dated March 26, 2021

7 · Submission of the Net Worth Certificate7

7 · 1.In terms of sub Clause (iii) of Clauses (a) & (b) of Regulation 14 (1) of the Regulations , every RTI/STA whether a body corporate or not, is required to keep and maintain, in respect of the three preceding financial years, statement of capital adequacy requirement for each quarter.

7 · 2.Under Regulation 7, every RTI/STA is required to fulfil the net-worth criteria, prescribed therein. Hence in order to monitor on regular basis and to ensure compliance of the capital adequacy and the net-worth norms by the RTI/STA, as specified under Regulation 7(1) of the Regulations which is required to be fulfilled and maintained, both at the time of the grant of renewal of the certificate of registration and at all times during the period of registration, all RTIs/STAs shall submit, as soon as possible, but not later than three months from the close of each financial year, a certified true copy of their net -worth certificate .

7 · 3.All RTIs/STA/s shall ensure compliance of the instructions contained herein and the non-compliance of this would amount to a violation of the Code of Conduct as specified in Schedule III of the Regulations .

8 · Regulatory Compliance and Periodic Reporting 8

8 · 1.Pursuant to the powers vested in SEBI under regulation 14(5) of the Regulations, it is advised that reports relating to regulatory compliance and investor grievances redressal shall be furnished to SEBI in the format provided at the link 9 . The reports are to be sent by the Compliance Officer of the RTI/STA on half yearly basis within three months of the expiry of the half year. If no work has been handled a nil report should be furnished within the stipulated period. Where registration / renewal of registration has been obtained by the RTI / STA from Regional Office of SEBI, the reports shall be submitted to the respective Regional Office. The reports should be duly certified by the whole -time Director / Company Secretary / Managing Partner / Sole Proprietor/ Compliance Officer with date.

7 · RRTI CIRCULAR NO.3 (98-99) PMID/DSV/CIR/5500/99 dated January 18, 1999 and CIR/MIRSD/7/2012 dated July 05, 2012

8 · RRTI Circular No. 1(94-95) dated October 11, 1994; MIRSD/DPS-2/RTA/Cir-17/2008 dated May 06, 2008; CIR/MIRSD/5/2011 dated June 17, 2011 and CIR/MIRSD/7/2012 dated July 05, 2012

9 · https://www.sebi.gov.in/sebi_data/attachdocs/RTA_HalfYrlyReporting_Format.xls

8 · 2.The Boards of the RTI and STA shall, review the report and record their observations on (i) the deficiencies and non-compliances, and (ii) corrective measures initiated to avoid such instances in future.

8 · 3.RTI/STA shall submit the half -yearly reports to SEBI in electronic form only to e-mail id rta@sebi.gov.in in pdf and excel format. The pdf/excel files shall have the title "Halfyearly report submitted by aaa for the half-year ended xxx yyyy" where ' aaa ' represents the name of the RTA , ' xxx ' represents the month at the end of the half-year and ' yyyy ' represents the year. Also, the attached pdf/excel files containing the report shall bear the name of the RTI/STA, the periodicity of the report as well as the month at the end of the half -year and the corresponding year. For example, if a RTI/STA ABC Limited submits the report for the half-year ended September 2022, the e-mail sent to rta@sebi.gov.in shall bear the title "Half-yearly Report submitted by ABC Limited for the half -year ended September 2022" and the attached pdf/excel file shall bear the name "ABCLimitedhalf -yearlySeptember2022".

8 · 4.All RTI/STAs shall report the following change(s) to SEBI in the half-yearly reports submitted to SEBI:

8 · 4.1. Amalgamation, demerger, consolidation or any other kind of corporate restructuring falling within the scope of section 232 of the Companies Act, 2013 or the corresponding provision of any other law for the time being in force;

8 · 4.2. Change in Director, including managing director/ whole-time director;

8 · 4.3. In case of a partnership firm any change in partners not amounting to dissolution of the firm;

8 · 4.4. Change in shareholding not resulting in change in control.

9 · Appointment of Compliance Officer 10

9 · 1.All RTI and /or STA holding a Certificate of Registration granted to them in accordance with the Regulations shall appoint a compliance officer who would ensure that all Rules, Regulations, Guideline, Notifications, Circulars etc. issued by SEBI, the Government of India, and other Regulatory Organizations are complied with internally. Any discrepancies / deviations shall be reported independently by the Compliance Officer to SEBI immediately.

9 · 2.The compliance Officer shall:

9 · 2.1. ensure that observations made/deficiencies pointed out by SEBI in the functioning of the RTA do not recur.

10 · SEBI RRTI CIRCULAR NO. 1 ( 96-97) dated February 5, 1997

9 · 2.2. ensure that the half -yearly reports to be submitted by RTA are true and the same shall be duly certified by him.

9 · 2.3. report on a monthly basis the status of pending transfers as well as of Investor Complaints to the Board of Directors/Compliance Officer of the Client Companies / Mutual Funds and the reasons for the delay thereof.

9 · 3.The name of the Compliance Officer so appointed should be intimated to SEBI with details like telephone number, fax number and address on which he/she would be available.

10 · Enhanced disclosures in case of listed debt securities11

10 · 1.RTA/Issuers shall forward the details of debenture holders to the Debenture Trustees at the time of allotment and thereafter by the seventh working day of every next month in order to enable DTs to keep their records updated and to communicate effectively with the debenture holders, especially in situations where events of default are triggered.

11 · Qualified RTAs and their enhanced monitoring 12

11 · 1.Categorization of an RTA as QRTA

11 · 2.Period for which an RTA shall be recognized as QRTA

11 · 3.Initial relaxation

11 · SEBI/ HO/ MIRSD/ DOS3/CIR/P/2019/68 dated May 27, 2019

12 · SEBI/HO/MIRSD/DoP/CIR/P/2018/119 dated August 10, 2018 , SEBI/HO/MIRSD/MIRSD -PoD -1/P/CIR/2023/36 dated March 10, 2023 and SEBI/HO/IMD/IMD-TPD-1/P/CIR/2023/173 dated October 20, 2023

11 · 4. QRTAs are advised to formulate and implement a comprehensive policy framework, approved by the Board of Directors(BoD) of the QRTAs, which shall include the following aspects:

11 · 4.1. Risk Management Policy:

11 · 4.2. Guidelines for Business nomin Plan and Disaster Recovery:

11 · 4.3. Manner of Keeping records:

11 · 4.4. Wind -Down Plan:

11 · 4.5. Data Access and Data Protection Policy:

11 · 4.6. Ensuring Integrity of Operations:

11 · 4.7. Scalable Infrastructure:

11 · 4.8. Board of Directors(BoD)/ Committees of BoD of QRTAs:

11 · 4.9. Investor Services and Service Standards:

11 · 4.10. Insurance against Risks:

12 · Strengthening the Guidelines and Raising Industry standards for RTA, Issuer Companies and Banker to an Issue: 13

12 · 1.RTAs shall strictly comply with guidelines (Annexure-6). Issuer companies shall strictly monitor the activities of their RTAs and ensure compliance with these guidelines. It is clarified that where STA activities are carried out in -house by issuer companies, the issuer companies shall ensure that their in-house share transfer activities comply with the relevant norms as applicable to them.

12 · 2.The records /documents described in Annexure -6 shall be maintained for period not less than eight years after completion of the relevant transactions by RTAs on behalf of Issuer Companies .

13 · SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018

13 · Issuance of Securities in dematerialized form in case of Investor Service Requests: 14

13 · 1. Listed companies shall issue securities in dematerialized form only (while processing the following service requests:

13 · 1.1. Issue of duplicate securities certificate;

13 · 1.2. Claim from Unclaimed Suspense Account;

13 · 1.3. Renewal / Exchange of securities certificate;

13 · 1.4. Endorsement;

13 · 1.5. Sub -division / Splitting of securities certificate;

13 · 1.6. Consolidation of securities certificates/folios;

13 · 1.7. Transmission;

13 · 1.8. Transposition;

13 · 2. The securities holder/claimant shall submit duly filled up Form ISR-4 15 (to be hosted on the website of the Issuer Companies and the RTAs) along with the documents/ details specified therein. For item nos. 13.1.3 to 13.1.8 in paragraph 13.1 above, the RTA/Issuer Companies shall obtain the original securities certificate(s) for processing of service requests.

13 · 3. The RTA/Issuer Companies shall verify and process the service requests and thereafter issue a 'Letter of confirmation' in lieu of physical securities certificate(s), to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any.

13 · 3.1. The 'Letter of Confirmation' shall be valid for a period of 120 days from the date of its issuance, within which the securities holder/claimant shall make a request to the Depository Participant for dematerializing the said securities.

13 · 3.2. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90 days from the date of issuance of Letter of Confirmation, informing the securities holder/claimant to submit the demat request as above, in case no such request has been received by the RTA / Issuer Company.

14 · SEBI/HO/MIRSD/MIRSD RTAMB/P/CIR/2022/8 dated January 25, 2022;

15 · https://www.sebi.gov.in/sebi_data/commondocs/jan-2022/Form%20ISR-4-circular_p.docx

13 · 3.3. In case the securities holder/claimant fails to submit the demat request within the aforesaid period, RTA / Issuer Companies shall credit the securities to the Suspense Escrow Demat Account of the Company.

13 · 4. The common norms as stipulated in Para 19 shall be applicable for all service requests listed above.

13 · 5. The operational guidelines for issuance of securities in dematerialized form in case of investor service requests are as under:

13 · 5.1. After verifying and processing the request, the RTA / Issuer Companies shall intimate the securities holder/claimant about its execution / issuance of new certificate as may be applicable, by way of issuing Letter of Confirmation (Format at Annexure-7) in lieu of Share certificate/s provided by such securities holder/claimant.

13 · 5.2. The letter shall, inter-alia, contain details of folio and demat account number (if available) of the securities holder/claimant.

13 · 5.3. The letter shall be sent by the RTA / Issuer Companies through Registered /Speed Post to the securities holder/claimant. Additionally, the RTA/lssuer Companies may send such letter through e-mail with e-sign and / or digital signature.

13 · 5.4. Within 120 days of issue of the letter, the securities holder/claimant shall submit the demat request, along with the original letter or a copy of the email with esign and / or digital signature, as the case may be, to the Depository Participant .

13 · 5.5. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90 days from the date of issuance of Letter of Confirmation, informing the securities holder/claimant to submit the demat request as above, in case no such request has been received by the RTA / Issuer Company.

13 · 5.6. In case of the securities which are required to be locked in, the RTA while approving / confirming the demat request, shall incorporate / intimate the Depository about the lock-in and its period.

13 · 5.7. In case of non -receipt of demat request from the securities holder/claimant within 120 days of the date of Letter of Confirmation, the shares will be credited to Suspense Escrow Demat Account of the Company.

13 · 5.8. The RTA shall retain the physical securities as per the existing procedure and deface the certificate with a stamp "Letter of Confirmation Issued" on the face/ reverse of the certificate, subsequent to processing of service request.

13 · 5.9. The format of the Letter of Confirmation is given at Annexure 7 .

13 · 6. Guidelines with respect to procedural aspects of Suspense Escrow Demat Account16

13 · 6.1. Opening of Suspense Escrow Demat Account

13 · 6.2. Process to credit shares to Suspense Escrow Demat Account

16 · SEBI Letter SEBI/HO/MIRSD/PoD -1/OW/P/2022/64923 dated December 30, 2022 and SEBI Letter SEBI/HO/MIRSD/PoD -1/OW/P/2023/50902 dated December 18, 2023

13 · 6.3. Process for claiming securities from Suspense Escrow Demat Account

14 · Reconciliation of the Admitted, Issued and Listed Capital 17

14 · 1. All the RTAs are hereby directed, that:

14 · 1.1. They shall maintain records of all the shares dematerialised, rematerialised and details of all securities declared to be eligible for dematerialisation in the depositories and ensure that dematerialisation of shares shall be confirmed/ created only after an in-principle approval of the stock exchange/s where the shares are listed and the admission of the said share with the depositories have been granted.

14 · 1.2. They shall have proper systems and procedures in place to verify that the securities tendered for dematerialisation have not been dematerialised earlier.

14 · 1.3. They shall ascertain, reconcile daily and confirm to the depositories that the total number of shares held in NSDL, CDSL and in the physical form tallies with the admitted, issued and listed capital of the issuer company; and

14 · 1.4. They shall confirm that the dematerialisation requests have been processed within 15 days and shall also state the reasons for shares pending confirmation for more than 15 days from the date of request.

17 · D&CC/FITTC/CIR – 17/2002 dated December 31, 2002

15 · Guidelines on processing requests for dematerialization 18

15 · 1. In the case of inter -depository transfers of securities, the RTAs would communicate their confirmation of transfer from one depository to the other depository within two hours, failing which it shall be deemed to have been confirmed. The RTA should not reject any inter depository transfer except on the ground that a depository did not have adequate balance of securities in its account or if there was mismatch of transfer requests from the depositories.

15 · 2. Every company shall appoint the same RTA for both the depositories.

15 · 3. All the work related to share registry in terms of both physical and electronic should be maintained at a single point i.e. either in-house by the company or by a SEBI registered RTA.

15 · 4. The RTA shall accept partial dematerialisation requests and will not reject or send back the complete lot of dematerialisation request to the DPs in cases where only a part of the request was to be rejected.

15 · 5. In cases where a DP has already sent information about dematerialisation electronically to an RTA but physical shares have not received, the RTA will accept the demat request and carry out dematerialization on the indemnity given by the DP and proof of dispatch of document given by DP.

15 · 6. It is ensured that the dematerialization request is processed within 15 days from the date of such request. The request shall not be rejected on flimsy grounds or without specifying reason for rejection or without proper documents supporting your reason for rejection. A violation of this directive would invite suitable action .

16 · Database for Distinctive Number of Shares: -19

16 · 1. In order to ensure centralised record of all securities, including both physical and dematerialised shares, issued by the company and its reconciliation thereof, the Depositories shall create and maintain a database of distinctive numbers (DN) of equity shares of listed companies with details of DN in respect of all physical shares and overall DN range for dematerialised shares.

16 · 2. The DN database shall make available, information in respect of issued capital, such as DN Range, number of equity shares issued, name of stock exchange where the shares are listed, date of in-principle listing / final trading approval / dealing

18 · SEBI RRTI Circular no. 1(99-2000) PMD/SU/11560/99 dated May 20, 1999; SMDRP/Policy/Cir-28/99 dated

19 · SEBI Circular CIR/MRD/DP/ 10 /2015 dated June 05, 2015

16 · 3. Issuers/RTAs shall use the interface provided by the Depositories for the following –

16 · 3.1. To update DN information in respect of all physical share capital and overall DN range for dematerialised share capital for all listed companies. 20

16 · 3.2. Updating the fields viz. Distinctive Numbers (From), Distinctive Numbers (To), Number of Equity Shares, Name of Stock Exchange, Physical / Demat, and Date of allotment and date of issue (date of credit to BO account), on a continuous basis for subsequent changes including changes in case of further issue, fresh issuance / new listing and other change / alteration in capital (such as buy-back of shares, forfeiture of shares, capital reduction, etc.).

16 · 3.3. Capturing / updating the DN information on a continuous basis while processing, dematerialisation / rematerialisation requests confirmation, executing corporate action, etc.

16 · 4. Issuers/RTAs shall take all necessary steps to update the DN database. If there is mismatch in the DN information with the data provided / updated by the Stock Exchanges in the DN database, the Issuer/RTA shall take steps to match the records and update the same.

16 · 5. Failure by the Issuers/RTAs to ensure reconciliation of the records as required shall attract appropriate actions under the extant laws.

20 · SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/87 dated August 01, 2019

17 · Tendering of physical shares in open offers, buybacks and delisting of securities of listed entities21

17 · 1. The proviso to regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('LODR Regulations') states that "..except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository."

17 · 2. Nevertheless, shareholders holding securities in physical form are allowed to tender shares in open offers, buy-backs through tender offer route and exit offers in case of voluntary or compulsory delisting. However, such tendering shall be as per the provisions of respective regulations.

18 · Collection of stamp duty on issue, transfer and sale of units of AIFs:22

18 · 1. Government vide Gazette notification S.O.116(E) dated January 08, 2020 notified the " RTAs" registered under the Regulations as a "depository" for the limited purposes of acting as a "collecting agent" under the Indian Stamp Act, 1899 and the Rules made thereunder, only in case of instruments of transaction otherwise than through a recognised stock exchange or depository

18 · 2. In this regard, RTAs shall comply with the applicable provisions of the Indian Stamp Act, 1899 and the Rules made thereunder regarding collection of stamp duty on sale, transfer and issue of units of AIFs .

21 · SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020

22 · SEBI/HO/IMD/DF6/CIR/P/2020/113 dated June 30, 2020

19 · Common and Simplified Norms for processing investor's service request by RTAs and norms for furnishing PAN, KYC details and Nomination 23 24

19 · 1. Mandatory furnishing of PAN and KYC details by holders of physical securities.

19 · 2. Folios without PAN and KYC details .

19 · 3. Attestation of documents

23 · SEBI/HO/MIRSD/MIRSD -PoD -1/P/CIR/2023/37 dated March 16, 2023 , SEBI/HO/MIRSD/MIRSD -PoD -1/P/CIR/2023/181 dated November 17, 2023 and SEBI/HO/MIRSD/POD-1/P/CIR/2024/81 dated June 10, 2024

24 · It may be noted that the provisions related to furnishing of PAN and KYC Details shall not be applicable in case of requests received from the investors pertaining to dematerialization of physical securities.

19 · 4. Mode for providing documents/details by investors for various service requests

19 · 5. Standardized, simplified and common norms for processing investor service requests.

19 · 6. Forms for availing various Investor services

19 · 7. Indemnity

19 · 8. KYC details across all folios of the holder, maintained by the RTA

19 · 8.1. RTAs shall update the PAN and KYC details across all the folios of the holder managed by it and details which are already available with the RTA are to be overwritten, upon specific authorization for the same from the holder, as provided in Form ISR -1.

19 · 8.2. RTA shall update the folio(s) of the holder with the information on 1) present address, 2) bank details, 3) E-mail address and 4) mobile number from the details available in the Client Master List (CML) duly signed by the Depository Participant with stamp, if the holder / claimant provides the CML along with duly completed and signed Form ISR-1.

19 · 8.3. Details which are not available for the physical folio in RTA database as provided in CML along with Form ISR-1 as per 11.2 above, shall be updated from the CML.

19 · 9. Timelines for registering of / updation of / change in PAN, KYC and nomination

19 · 10. Display of contact details of RTAs

19 · 11. All objections by RTA in one instance

19 · 12. Electronic interface for processing queries and complaints

19 · 13. Intimation to security holders

19 · 14. Mandatory furnishing of 'Choice of Nomination' for new Demat accountholders/Mutual Fund unitholders

19 · 14.1. All new investors/unitholders shall to be required to mandatorily provide the 'Choice of Nomination' for demat accounts/ MF Folios (except for jointly held Demat Accounts and Mutual Fund Folios).

19 · 14.2. All existing investors/ unitholders are encouraged, in their own interest, to provide 'choice of nomination' for ensuring smooth transmission of securities held by them as well as to prevent accumulation of unclaimed assets in securities market. The formats for providing Nomination and Opting-out of

19 · 14.3. In case of demat accounts, Depository Participants and in case of mutual fund folios, AMCs and RTAs shall encourage the demat account holders/ mutual fund unit holders to update 'choice of nomination' by sending a communication on fortnightly basis by way of emails and SMS to all such demat account holders/ mutual fund unit holders who have not provided the 'choice of nomination'. The communication shall provide guidance for demat account holders/ mutual fund unit holders to provide 'choice of nomination'.

19 · 14.4. Further, to encourage the existing investors to provide 'choice of nomination', a pop -up shall be provided on web/mobile application/platform to the investors by Depositories and Depository Participants while logging into the Demat Account and by AMCs (including MF RTAs, other platforms providing online execution services) while logging into their MF account. This pop-up may be shown only to those clients whose MF Folios/demat account(s) do not have 'choice of nomination'.

20 · Procedure and Standardisation of formats of documents for transmission of securities25

20 · 1. A ready reckoner listing out the documents required for transmission of securities, in case of demise of the sole holder, is provided in Annexure- 14 .

20 · 2. The Operational Guidelines for processing investor's service request for the purpose of transmission of securities are provided in Annexure- 15 .

20 · 3. The format of the form to be filed by nominee/claimant/legal heir while requesting transmission of securities is provided in Annexure- 16 .

20 · 4. The revised documentation requirements in case of transmission of securities are specified below:

20 · 4.1. Where the securities are held in a single name with a nomination, nominee shall be informed about the procedure to be followed for the claim on the receipt of the intimation of death of the security holder.

20 · 4.2. Where the securities are held in single name with a nomination, the following documents shall be submitted:

25 · SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/65 dated May 18, 2022

20 · 4.3. Where the securities are held in single name without nomination, the following documents shall be submitted:

20 · 4.4. In cases where a copy of Will is submitted as may be applicable in terms of Indian Succession Act,1925 (39 of 1925) the same shall be accompanied with a notarized indemnity bond from the claimant (appropriate beneficiary of the Will) to whom the securities are transmitted, in the format provided in Annexure-18 .

20 · 4.5. In cases where a copy of Legal Heirship Certificate or its equivalent certificate issued by a competent Government Authority is submitted, the same shall be accompanied with:

20 · 4.6. For value of securities up to rupees five lakhs per listed entity in case of securities held in physical mode, and up to rupees fifteen lakhs per beneficial owner in case of securities held in dematerialized mode, as on date of application by the claimant, and where the documents mentioned in serial number 9 as per Annexure-14 , are not available, the legal heir(s) /claimant(s) may submit the following documents:

20 · 5. For transmission of securities to the surviving joint holder(s), RTAs shall comply with clause 23 of Table F in Schedule 1 read with Section 56(2) & 56(4)(c) of the Companies Act, 2013, and transmit securities in favour of surviving Joint holder(s), in the event of demise of one or more joint holder(s), provided that there is nothing contrary in the Articles of Association of the company.

20 · 6. The common norms as stipulated in Para 19 shall be applicable for transmission service requests.

20 · 7. In case the securities were held by the deceased holder in a single name and in physical mode, then after verifying and processing the documents submitted for transmission of securities, the RTAs/ Issuer companies shall intimate the claimant(s) about its execution as may be applicable, within 30 days of the receipt of such request, by way of issuing a Letter of Confirmation in the format provided in Annxure-

21 · Entities permitted to undertake e-KYC Aadhaar Authentication service of UIDAI in Securities Market26

21 · 1. The following entities to be registered as KYC user agency ("KUA") shall undertake Aadhaar Authentication service of UIDAI subject to compliance of the conditions as laid down in this regard:

21 · 1.1. Bombay Stock Exchange Limited

21 · 1.2. National Stock Exchange of India Limited

21 · 1.3. National Securities Depository Limited

21 · 1.4. Central Depository Services (India) Limited

21 · 1.5. CDSL Ventures Limited

21 · 1.6. NSDL Database Management Limited

21 · 1.7. NSE Data and Analytics Limited

21 · 1.8. CAMS Investor Services Private Limited

21 · 1.9. Computer Age Management Services Private Limited

21 · 2. These entities shall allow SEBI registered RTA / mutual fund distributors to undertake Aadhaar Authentication in respect of their clients for the purpose of KYC. The SEBI registered RTA / mutual fund distributors, who want to undertake Aadhaar authentication services through KUAs, shall enter into an agreement with KUA and get themselves registered with UIDAI as sub-KUAs. The agreement in this regard shall be as prescribed by UIDAI. Further, the KUAs and their Sub-KuAs shall follow the process as detailed in SEBI circular dated Nov 05, 2019 and as may be prescribed by UIDAI from time to time.

22 · Simplification of procedure and standardization of formats of documents for issuance of duplicate securities certificates 27

22 · 1. The procedure and documentation requirements for issuance of duplicate securities are mentioned below: -

22 · 1.1. Submission by the security holder of copy of FIR including e-FIR/Police complaint/Court injunction order/copy of plaint (where the suit filed has been accepted by the Court and Suit No. has been given), necessarily having details of the securities, folio number, distinctive number range and certificate numbers.

22 · 1.2. Issuance of advertisement regarding loss of securities in a widely circulated newspaper

27 · SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022

22 · 1.3. Submission of Affidavit and Indemnity bond as per the format prescribed by the Board.

22 · 1.4. There shall be no requirement to comply with Para 22.1.1 and 22 . 1.2 of this Master Circular, if the value of securities as on the date of submission of application, along with complete documentation as prescribed by the Board does not exceed ` 5 Lakhs.

22 · 1.5. The applicant shall quantify the value of the securities on the basis of the closing price of such securities at any one of the recognized stock exchanges a day prior to the date of such submission in the application.

22 · 1.6. An overseas securities holder, in lieu of documents mentioned in Para 22.1.1 of this Master Circular, shall be permitted to provide self-declaration of the security certificates lost/misplaced/stolen which shall be duly notarized/ apostilled /attested by the Indian Consulate / Embassy in their country of residence, along with self -attested copies of valid passport and overseas address proof.

22 · 1.7. In case of non -availability of Certificate Nos./Distinctive Nos./ Folio nos., the RTA (upon written request by the security holder) shall provide the same, to the security holder only where the signature and the address of the security holder matches with the RTA / listed company's records. In case the signature and/or the address do not match, the security holder shall first comply with the KYC procedure and then only the details of the securities shall be provided to the security holder by the RTA/listed company.

22 · 2. Fake / forged / stolen certificates or certificates where duplicate certificate is issued, must be seized and defaced by the RTA / listed company and disposed of in the manner, authorized by the Board of the Company.

22 · 3. Defaced certificates shall be kept in custody of the Company/ RTA and disposed of in the manner as authorized by the Board of the Company

22 · 4. Duplicate securities shall be issued in dematerialized mode only.

22 · 5. Operational Guidelines for processing investor's service request for the purpose of issuance of duplicate securities have been placed at Annexure-20 .

22 · 6. Formats of various documents required to be submitted by security holder while requesting for issuance of duplicate securities have been provided below:

23 · Deletion of name of the financial institution in case of physical security certificate earlier pledged by the investor with such financial institution 28

23 · 1. SEBI has been receiving representations from the RTAs/Issuer Companies facing difficulties in processing the investor requests to demat the securities in cases where physical securities were earlier pledged with a financial institution.

23 · 2. In such cases, as was the practice in force at that time, the financial institutions ("Lenders") would add their name also on the security certificate pledged with them along with the person availing the facility/loan ("Borrower").

23 · 3. In this regard, to protect the interest of the investors and in order to ensure that investors get their securities back in their own name after full repayment of facility/loan, RTAs/Issuer Companies may delete the name of such lender subject to the following conditions:

28 · SEBI's Advisory Letter dated June 13, 2023 to all the RTAs

24 · Cyber Security and Cyber Resilience framework for Registrars to an Issue and Share Transfer Agents (REs) 29

24 · 1. The provisions related to cyber security and cyber resilience framework are applicable to RTAs in terms of SEBI Circular No. SEBI/HO/ ITD -1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024; SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2024/184 dated December 31, 2024; SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2025/45 dated March 28, 2025 and SEBI/HO/ ITD -1/ITD_CSC_EXT/P/CIR/2025/60 dated April 30, 2025 .

25 · Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions30

25 · 1. Indian Computer Emergency Response Team (CERT-in) issued an advisory for Financial Sector organizations to improve their cyber Security Posture by availing Software as a Service (SaaS) based solution for managing their Governance, Risk & Compliance (GRC) functions. The advisory was forwarded to SEBI for bringing the same to the notice of financial sector organization. The advisory can be viewed at Annexure -22 .

25 · 2. RTAs are advised to ensure complete protection and seamless control over the critical systems at your organizations by continuous monitoring through direct control and supervision protocol mechanisms while keeping the critical data within the legal boundary of India.

25 · 3. The compliance of the advisory shall be reported by RTAs to SEBI with an undertaking, "Compliance of the SEBI circular for Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions has been made."

29 · SEBI/HO/ ITD -1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024; SEBI/HO/ ITD1/ITD_CSC_EXT/P/CIR/2024/184 dated December 31, 2024; SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2025/45 dated March 28, 2025 and SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2025/60 dated April 30, 2025 30 SEBI/HO/MIRSD2/DOR/CIR/P/2020/221 dated November 03, 2020

26 · Investor grievance through the SEBI Complaints Redress system (SCORES) Platform31

26 · 1. All registered RTAs are advised to designate an e-mail ID of the grievance redressal division/ compliance officer exclusively for the purpose of registering complaints by investors.

26 · 2. The RTIs / STAs are also advised to display the email ID and other relevant details prominently on their websites and in the various materials/pamphlets/advertisement campaign initiated by them for creating investor awareness.

26 · 3. A daily alert on pending complaints will be forwarded at the e-mail ID registered with SEBI for regulatory communications.

26 · 4. As an additional measure and for information of all investors who deal/ invest/ transact in the market, information as provided in Annexure-23 shall be prominently displayed by RTAs in their offices.

26 · 5. RTAs are also advised to refer the following circular issued by SEBI on the redressal of investor grievances through the SEBI Complaints Redress System (SCORES) platform and linking it to Online Dispute Resolution Platform at the below link:

27 · Online Resolution of Disputes in the Indian Securities Market 32

31 · MIRSD/DPS III//Cir -01/07 dated January 22, 2007; CIR/MIRSD/17/2011 dated August 24, 2011; ;

32 · SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 dated December 28, 2023

28 · Online processing of investor service requests and complaints by RTAs 33

28 · 1. Holders of physical security certificates are required to submit various documents to the RTAs with respect to various service requests/ complaints including but not limited to:

28 · 2. It is proposed to digitize this process in two phases and provide a mechanism for the investor to lodge service requests and complaints online and thereafter track the status and obtain periodical updates which would, inter-alia, confer the following benefits:

28 · 3. All RTAs servicing listed companies shall have a functional website. Such website shall mandatorily display the following information, in addition to all such information, which have been mandated by SEBI from time to time:

28 · 4. All RTAs shall also set up a user-friendly online mechanism or portal for service requests/ complaints with the following minimum features:

33 · SEBI/HO/MIRSD/MIRSD -PoD -1/P/CIR/2023/72 dated June 08, 2023

28 · 5. The aforesaid online system along with functional website as referred to in para 28.3 above shall be implemented by QRTAs from January 01, 2024 and by all other registered RTAs dealing with listed companies from June 01, 2024.

28 · 6. The aforesaid online mechanism should be scalable with robust cyber security protocols. Further, RTAs shall ensure that the online mechanism complies with the existing guidelines for Business Continuity Plan (BCP) and Disaster Recovery (DR) specified by SEBI.

28 · 7. RTAs shall provide a certificate of compliance from a practicing Company Secretary, within 30 days from the date of implementation of Phase I as provided in para 28.5 above, certifying the changes carried out, systems put in place/ new operating procedures implemented etc. to comply with the provisions of this circular.

28 · 8. The RTAs shall send an electronic intimation to all the investors whose e -mail address and/or mobile number is available about the availability of the aforesaid online mechanism. Additionally, listed companies and RTAs shall also disseminate the availability of this mechanism on their respective websites.

28 · 9. A common website shall be made and operated by QRTAs from July 01, 2024 through which investors shall be redirected to individual web -based portal/website of the concerned RTA for further resolution by putting the name of the listed company. This

28 · 10. This circular is applicable to the RTAs which deal in folios of listed companies. Also, while transferring the business from one RTA to another, the listed company shall ensure that the new RTA is in compliance with the provisions of this circular.

29 · Publishing Investor Charter and Disclosure of Complaints by RTAs on their websites34

29 · 1. In order to facilitate investor awareness about various activities where an investor has to deal with RTAs for availing Investor Service Requests, SEBI has developed an Investor Charter for RTAs, inter-alia, detailing the services provided to Investors, Rights of Investors, various activities of RTAs with timelines, Dos and Don'ts for Investors and Grievance Redressal Mechanism.

29 · 2. In this regard, all the registered RTAs shall take necessary steps to bring the Investor Charter, as provided at Annexure–25 to the notice of existing and new shareholders by way of

29 · 3. The Registrar Association of India (RAIN) shall also disseminate the Investor Charter on its website.

29 · 4. Additionally, in order to bring about transparency in the Investor Grievance Redressal Mechanism, it has been decided that all the registered RTAs shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, latest by 7 th of succeeding month, as per the format enclosed at Annexure -26 to this circular .

34 · SEBI/HO/MIRSD/MIRSD -PoD/P/CIR/2025/67 dated May 14, 2025

30 · Designated e-mail ID for regulatory communication with SEBI 36

30 · 1. RTAs are required to create a designated email id for regulatory communications. This email id shall be an exclusive email id only for the above purpose and should not be a person centric email id.

30 · 2. The Designated e-mail ID shall be communicated to SEBI at intermediary@sebi.gov.in as per the format prescribed at Annexure-27 given below .

31 · Mandatory Requirement of Permanent Account Number 37

31 · 1. In order to strengthen the Know Your Client (KYC) norms and identify every participant in the securities market with their respective PAN thereby ensuring sound audit trail of all the transactions, it has been decided that PAN would be the sole identification number for all participants transacting in the securities market, irrespective of the amount of transaction.

31 · 2. The RTAs are advised in this regard as under:

31 · 2.1. To put in the necessary systems in place so that all the individual databases of their clients and clients' transactions are linked to the PAN details of the client with which analysis can be made.

31 · 2.2. To build the necessary infrastructure for enabling accessibility and query based on PAN thereby enabling retrieval of all the details of the clients that is available including transactions done by them.

31 · 2.3. To collect copies of PAN cards issued to their existing as well as new clients by the Income Tax Department and maintain the same in their record after verifying with the original.

31 · 2.4. To cross -check the aforesaid details collected from their clients with the details on the website of the Income Tax Department -http://incometaxindiaefiling.gov.in/challan/enterpanforchallan.jsp .

31 · 3. PAN may not be insisted in the case of Central Government, State Government, and the officials appointed by the courts e.g. Official liquidator, Court receiver etc. (under the category of Government) for transacting in securities market.

31 · 4. However, the aforementioned clarification would be subject to the RTAs verifying the veracity of the claim of the specified organizations, by collecting sufficient documentary evidence in support of their claim for such an exemption.

36 · MIRSD/ DPSIII/ Cir -21/ 08 dated July 07, 2008

37 · MRD/DoP/Cir -05/2007 dated April 27, 2007 and MRD/DoP/Cir-20/2008 dated June 30, 2008

32 · Prevention of circulation of unauthenticated news by SEBI Registered Market Intermediaries through various modes of communication 38

33 · Guidelines on Outsourcing of Activities by Intermediaries 39

33 · 1. SEBI Regulations for various intermediaries require that they shall render at all times high standards of service and exercise due diligence and ensure proper care in their operations.

33 · 2. It has been observed that often the intermediaries resort to outsourcing with a view to reduce costs, and at times, for strategic reasons.

33 · 3. Outsourcing may be defined as the use of one or more than one third party – either within or outside the group - by a registered RTA to perform the activities associated with services which the RTA offers.

33 · 4. Principles for Outsourcing

38 · Cir/ ISD/1/2011 dated March 23, 2011; and Circular Cir/ISD/2/2011 dated March 24, 2011

39 · CIR/MIRSD/24/2011 dated December 15, 2011

33 · 5. Activities that shall not be Outsourced

33 · 6. Other Obligations

34 · General Guidelines for dealing with conflicts of interest 40

34 · 1. RTAs are presently governed by the provisions for avoidance of conflict of interest as mandated in the respective regulations read with relevant circulars issued from time to time by SEBI. On the lines of Principle 8 of the IOSCO Objectives and Principles of Securities Regulations, it has been decided to put in place comprehensive guidelines to collectively cover such entities and their associated persons, for elimination of their conflict of interest, as detailed hereunder.

40 · SEBI Circular CIR/MIRSD/5/2013 dated August 27, 2013

34 · 2. Such entities shall adhere to these guidelines for avoiding or dealing with or managing conflict of interest. They shall be responsible for educating their associated persons for compliance of these guidelines.

34 · 3. For the purpose of these guidelines "intermediaries" and "associated persons" have the same meaning as defined in Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007.

34 · 4. Such entities and their associated persons shall,

34 · 5. The Boards of such entities shall put in place systems for implementation of aforementioned provisions and provide necessary guidance enabling identification, elimination or management of conflict of interest situations. The Boards shall review the compliance of aforementioned provisions periodically.

34 · 6. The said guidelines shall be in addition to the provisions, if any, contained in respective regulations/ circulars issued by the Board from time to time regarding dealing with conflict of interest, in respect of such entities.

35 · Framework for Regulatory Sandbox 41

35 · 1. The Objective of Regulatory Sandbox is to grant certain facilities and flexibilities to the entities regulated by SEBI so that they can experiment with FinTech solutions in a live environment and on limited set of real users for a limited time frame.

35 · 2. The updated guidelines pertaining to the functioning of the Regulatory Sandbox are provided at Annexure 29 .

36 · RTA inter -operable Platform for enhancing investors' experience in Mutual Fund transactions / service requests 42

36 · 1. RTAs of Mutual Funds shall implement standardized practices, system interoperability amongst themselves to jointly develop a common industry wide platform that will deliver an integrated, harmonized, elevated experience to the investors across the industry. AMCs and Depositories shall facilitate the RTAs for development of the proposed platform.

36 · 2. The aforesaid platform shall, inter alia in phases, enable a user-friendly interface for investors for execution of mutual fund transactions viz. purchase, redemption, switch etc., initiation and tracking of service requests viz. change of email id / contact number / bank account details etc., initiation and tracking of queries and complaints, access investment related reports viz. mutual fund holdings (both in demat and standard Statement of Account), transactions reports (including historic transactions), capital gains/loss report, details of unclaimed dividend/redemption etc. Through this platform, investors will be able to access these services for all Mutual Funds in an integrated manner. In this regard, AMCs, RTAs and Depositories shall take necessary measures to provide data via APIs on a real time basis to the proposed platform. Additionally, RTAs and Depositories shall also share their respective data feeds between themselves for generation of investment related reports.

36 · 3. The platform may also over time, provide services to the distributors, registered investment advisors, AMCs, Stock Exchange platforms and digital platforms for transacting in mutual funds to further augment ease of investing and servicing of investors through the above stakeholders in consultation with SEBI.

41 · SEBI/HO/ITD/ITD/CIR/P/2021/575 dated June 14, 2021 and

42 · SEBI/HO/IMD/IMD -II DOF3/P/CIR/2021/604 dated July 26, 2021

36 · 4. AMCs, RTAs and Depositories shall review and agree to harmonize the processes across the industry to provide a single-window, integrated, simplified investment and service experience for the investors.

36 · 5. AMCs, RTAs, and Depositories shall adopt the data definitions and standards as provided / recommended by SEBI for data exchange amongst various participants.

36 · 6. The Platform should be scalable with robust cyber security protocols and supported through an API-based architecture. In this regard, the platform shall adopt the Cyber Security and Cyber Resilience framework specified by SEBI from time to time to "MIIs" (Market Infrastructure Institutions such as Stock Exchanges, Depositories and Clearing Corporations) and "Qualified RTAs" (QRTAs). Further, on request basis, APIs could be exposed to other industry stakeholders such as distributors, registered investment advisors, Stock Exchange platforms and digital platforms etc. with due approval of the concerned Mutual Fund on mutually agreed terms.

36 · 7. The RTAs are jointly and severally responsible for compliance with all the applicable regulations including system audit and cyber security audit. Further, RTAs shall ensure that the platform complies with the guidelines for Business Continuity Plan (BCP) and Disaster Recovery (DR) specified by SEBI from time to time to "MIIs".

36 · 8. All the stakeholders are advised to collaborate and work together towards the development and implementation of the proposed investor-friendly platform.

36 · 9. AMCs, RTAs, Depositories, AMFI and key stakeholders are advised to create awareness about this initiative amongst the investors.

37 · Approach to securities market data access and terms of usage of data provided by data sources in Indian securities market43

43 · SEBI/HO/DEPA -III/DEPA -III_SSU/P/CIR/2022/25 dated February 25, 2022

38 · Digital mode of payment 44

39 · Reporting requirement under Foreign Accounts Tax Compliance Act (FATCA) 45

39 · 1. India joined the Multilateral Competent Authority Agreement (MCAA) on Automatic Exchange of Financial Account Information on June 3, 2015. In terms of the MCAA, all countries which are a signatory to the MCAA, are obliged to exchange a wide range of financial information after collecting the same from financial institutions in their country/jurisdiction.

44 · SEBI/HO/GSD/T&A/CIR/P/2017/42 dated May 16, 2017

45 · SEBI Circular CIR/MIRSD/2/2015 dated August 26, 2015 and SEBI Circular CIR/MIRSD/3/2015 dated September 10, 2015

39 · 2. Further, on July 9, 2015, the Governments of India and United States of America (USA) have signed an agreement to improve international tax compliance and to implement the Foreign Account Tax Compliance Act (FATCA) in India. The USA has enacted FATCA in 2010 to obtain information on accounts held by U.S. taxpayers in other countries. As per the aforesaid agreement, foreign financial institutions (FFls) in India will be required to report tax information about U.S. account holders/taxpayers directly to the Indian Government which will, in turn, relay that information to the U.S. Internal Revenue Service (IRS).

39 · 3. For implementation of the MCAA and agreement with USA, the Government of India has made necessary legislative changes to Section 285BA of the Income-tax Act, 1961. Further, the Government of India has notified Rules 114F to 114H (herein after referred as "the Rules") under the Income Tax Rules, 1962 and form No. 61B for furnishing of statement of reportable account as specified in the Rules. The Rule is available at https://incometaxindia.gov.in/Documents/exchange-ofinformation/LETTER -F -NO -500 -137 -2011%20_1_.pdf

39 · 4. Also a "Guidance Note on implementation of Reporting Requirements under Rules 114F to 114H of the Income Tax Rules" as issued by the Department of Revenue, Ministry of Finance vide F.No.500/137/2011-FTTR-III dated August 31, 2015 is available at http://www.incometaxindia.gov.in/communications/notification/guidance_notes_on_i mplementation_31_08_2015.pdf .

39 · 5. RTAs are advised to take necessary steps to ensure compliance with the requirements specified in the aforesaid Rules after carrying out necessary due diligence.

40 · Guidelines on Anti -Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under

41 · Model Tripartite Agreement between the Issuer Company, Existing Share Transfer Agent and New Share Transfer Agent as per Regulation 7(4) of SEBI (LODR) Regulation, 2015 46

42 · Association of persons regulated by the Board and their agents with certain persons 47

42 · 1. Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2024, Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Fourth Amendment) Regulations, 2024 and Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2024 have been notified by SEBI on August 29, 2024.

42 · 2. These regulations inter alia provide that persons regulated by the Board (including recognised stock exchanges, clearing corporations and depositories), and agents of such persons shall not have any direct or indirect association with another person who -

46 · SEBI/HO/MIRSD/MIRSD -PoD -1/P/CIR/2023/79 dated May 25, 2023

47 · SEBI/HO/MIRSD/ MIRSD -PoD -1/P/CIR/2024/143 dated October 22, 2024 and SEBI/HO/MIRSD/ MIRSD -PoD -1/P/CIR/2025/11 dated January 29, 2025

42 · 3. In terms of these regulations, a "specified digital platform" shall mean digital platform as specified by the Board, which has a mechanism in place to take preventive as well as curative action, to the satisfaction of the Board, to ensure that such a platform is not used for indulging in any activity as referred to in clauses (i) or (ii) of paragraph 42.2 above.

42 · 4. It has been clarified that the term "another person" shall not include a person who is engaged in investor education, provided that such a person does not, directly or indirectly, indulge in any activity as referred to in clauses (i) or (ii) of paragraph 42.2 above.

42 · 5. While the guidelines on the preventive and curative measures for the digital platforms for their recognition as specified digital platform are being specified separately, the persons regulated by the Board (including recognised stock exchanges, clearing corporations and depositories), and their agents have been advised to terminate their existing contracts, if any, with persons engaged in the activities mentioned in clauses (i) or (ii) of paragraph 42.2 above, by January 21, 2025 .

42 · 6. To provide guidance for compliance to persons regulated by the Board, MIIs, and their agents on their association with another person, the details/clarifications on the provisions are provided in the form of frequently asked questions at Annexure-21 .

43 · Obligations of RTA with respect to Rights Issue 48

44 · Investment by Foreign Portfolio Investors (FPI) through primary market issuances 49

44 · 1. Regulation 21(7) of SEBI (Foreign Portfolio Investors) Regulations, 2014 ('FPI Regulations') mandates that the purchase of equity shares of each company by a single foreign portfolio investor or an investor group shall be below ten percent of the total issued capital of the company.

44 · 2. Further, Regulation 23(3) of FPI Regulations requires that in case the same set of ultimate beneficial owner(s) invest through multiple entities, such entities shall be treated as part of same investor group and the investment limits of all such entities shall be clubbed at the investment limit as applicable to a single foreign portfolio investor.

44 · 3. To ensure compliance of the above, at the time of finalization of basis of allotment during primary market issuances, RTAs shall:

44 · 3.1. Use PAN issued by Income Tax Department of India for checking compliance for a single foreign portfolio investor; and

44 · 3.2. Obtain validation from Depositories for the foreign portfolio investors who have invested in the particular primary market issuance to ensure there is no breach of investment limit .

45 · Streamlining the process of IPOs with UPI in ASBA and redressal of investor grievances 50

48 · SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 and SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022

49 · IMD/FPIC/CIR/P/2018/114 dated July 13, 2018

50 · Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021

46 · Issue and listing of Non-Convertible Securities (NCS), Securitised Debt Instruments (SDI), Security Receipts (SR), Municipal Debt Securities and Commercial Paper (CP) 51

51 · SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021

47 · Reduction of timelines for listing of units of Real Estate Investment Trust (REIT) and Infrastructure Investment Trust (InvIT) 52

52 · SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/54 dated April 28, 2022 and SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/55 dated April 28, 2022

48 · Responsibilities of the RTA with respect to introduction of Unified Payments Interface (UPI) mechanism for Infrastructure Investment Trusts 53

48 · 1. The RTA shall have an online or system driven interface with the Stock Exchange platform to get updated information/ data/ files pertaining to issue.

48 · 2. The RTA shall collect aggregate applications details from the stock exchanges platform to decide the eligible applications and process the allotment as per applicable SEBI Regulations.

48 · 3. An application without valid application amount shall be treated as invalid application by the RTA .

48 · 4. The RTA shall credit units to all valid allottees.

48 · 5. The RTA shall ensure refund of application amount or excess application amount in the bank account of the applicant as stated in its demat account.

49 · Role of RTA with respect to Public Issues

49 · 1. In the event of mistake in capturing the application number by either the syndicate member or collecting bank leading to rejection of application, the RTA may identify based on the bid form, the entity responsible for the error.

49 · 2. In addition to the Self Certified Syndicate Banks (SCSBs), Syndicate Members and Registered Brokers of Stock Exchanges, the RTAs and Depository Participants (DPs) registered with SEBI are now permitted to accept application forms (both physical as well as online) in public issues.

49 · 3. The RTAs and DPs shall provide their contact details, where the application forms shall be collected by them, to the recognized stock exchanges regularly which shall be disclosed by the stock exchanges.

49 · 4. Indicative timelines Schedule for various activities can be explained in Annexure-34 .

49 · 5. Syndicate members, registered brokers of stock exchanges, depository participants (DPs) and RTAs registered with SEBI, may also forward the physical application forms received by them on day-to-day basis during the bidding period to designated branches

53 · SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022

54 · SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019

49 · 6. Stock exchanges may share the electronic bid file for applications with value not more than ` 2 lakh with RTA to the issue on daily basis who in turn may share the same with each SCSB. SCSBs may carry out the blocking of funds on a daily basis during the bidding period for such physical application forms received. Revised electronic bid file / final bid file shall be shared by the stock exchanges with RTA to the issue. SCSBs to ensure blocking of funds is based on final electronic bid file received from RTA to the issue.

50 · Streamlining the Process of Public Issues and redressal of Investor grievances 55

55 · SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021; SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022

51 · Responsibilities of RTA with respect to open offers, buybacks and delisting offers

56 · CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015

57 · SEBI/HO/CFD/DCR -III/CIR/P/2021/615 dated August 13, 2021

2 · Investor Complaints Report to SEBI on a Monthly basis on or before 7th of the following month

6 · Cyber Security and Cyber Security Resilience Framework Incident Reporting to SEBI on a quarterly basis within 15 days of the end of the quarter

1 · to 10

10 · to 100

7 · Enhanced Reporting to SEBI on a quarterly basis within 60 days of the end of the quarter

10 · Insurance against Risks

11 · The Transfer Agent's responsibility under this arrangement will be restricted to the duties of the Transfer Agent as agreed to herein and the Transfer Agent will not be in any way construed to be an agent of the company in its other business in any manner whatsoever.

12 · The Transfer Agent shall not during the term of this agreement or thereafter, either directly, or indirectly, for any reason whatsoever, divulge, disclose or make public any information whatsoever which may come to their knowledge during or as a result of their appointment as Transfer Agent of the company and whether concerning the business, property, contracts, methods, transactions, dealings, affairs or members of the company or otherwise, save in accordance with the performance of their duties hereunder or as required by law.

13 · Transfer Agent shall use its best efforts to perform the duties assigned to it in terms of this agreement with the utmost care and efficiency. Transfer Agent shall ensure that adequate

14 · Company is primarily responsible for the work of share transfer work assigned to STA. The STA should execute the work efficiently and with due diligence and care, however, the Transfer Agent shall indemnify the company and its successors from and against all suits, claims, actions and demand which may be made or commence against the company by any holder of the securities issued or other third party as a consequence of any failure or deficiency on the part of the Transfer Agent in performing or fulfilling, providing any of the functions, duties, obligations and services consequential loss caused to the company due to error or omission committed by it in good faith and unless such damages are caused by the negligence, willful misconduct, failure to act or recklessness of the Transfer Agent.

15 · Any notice, communication or documents may be given by personal delivery, registered post, telex or by fax. The notice, communication or document shall be deemed to have been served upon the party to whom it is given if given by personal delivery when so delivered, if given by post on expiration of three days after the notice, etc. shall have been delivered to the post office for onward despatch, if given by fax or telex upon transmission thereof. Provided that any notice, etc., given by telex or fax, shall be confirmed in writing.

16 · The Transfer Agent and the company agree that in case of non-compliance of any of the covenants contained in these presents a report thereof shall be made to SEBI within 7 days.

17 · The Transfer Agent shall redress complaints of the investors within one month of receipt of the complaint during the currency of the agreement. This, however, shall not exempt the Transfer Agent from redressing the complaint of the investors within one month during the period it is required to maintain the records under the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 and the company shall do all such things and extend necessary cooperation for the Transfer Agent complying with this Regulation.

18 · The company agrees that formats of all reports, statements, share or debenture certificates and other documents shall be in conformity with the standard designs approved by the Stock Exchange.

19 · The company and the Transfer Agent agree that the fees and charges payable to the Transfer Agent shall be as specified in schedule II hereunder written.

20 · The company shall take special contingency insurance policy to cover risk out of fraud, forgery,

21 · Should there be major change in scope of work from that indicated above or in the event of complete collapse or dislocation of business in the financial market of our country due to war, insurrection or any other serious sustained political or industrial disturbance or in the event of force majeure, the Transfer Agent shall have option to withdraw its appointment or renegotiate the contract. However, the Transfer Agent shall be liable for the activities done till termination of the contract.

23 · If the transactions covered under this agreement are liable to any sales tax or other levy the company shall reimburse to the Transfer Agent their liability for payment of such tax / levy including interest and other sum if any payable in respect thereof.

24 · The company will bear expenses for legal advice/ action which may have to be taken for no lapse on the part of the Transfer Agent but for any eventuality which may arise in connection with the issue work.

25 · The company and Transfer Agent shall maintain following documents and records pertaining to Transfer activities by way of hard copies and if required may be stored by way of tape drives in computers:

1 · SPECIFIC ACTIVITIES

1 · 1. Name of the Applicant _____________________________ 1.2. Category applied for ______________________________ 1.3. Address of Applicant ______________________________ Pin Code _____________ Telephone No. _____________ Telex No. _____________ Fax No. __________________

1 · 4. Address of the applicant for Correspondence:

1 · 5 Address of Branch Offices (in India & Abroad) of the applicant, if any:

1 · 6 Whether any other application under Securities and Exchange Board of India Act, 1992 has been made for grant of Certificate, if so, details thereof:

2 · 1 Objective of the organisation.

2 · 2 Date and Place of Incorporation / Establishment of the organisation of the applicant. Day Month Year Place

2 · 3 Status of the applicant (specify whether proprietary, partnership, association of persons, body of individuals, limited company - public/private, others. If listed, name of the stock exchange and latest share price: high & low).

2 · 4 Organisation Chart stating the functional responsibility at various levels.

2 · 5 Particulars of all Proprietors / Partners / Mangers / Officers / Directors: -

2 · 6 Number of employees

2 · 7 Name and activities of associate companies / concerns carrying out on activities of a registrar to issue or share transfer agent.

2 · 8 In case the applicant is a body corporate, please give list of major shareholders (holding 5% or more voting rights) and percentage of their shareholdings.

3 · DETAILS OF INFRASTRUCTURAL FACILITIES

3 · 1 Office Space (mention the extent of area available)

3 · 2 Office Equipment (mention the details of electronic office equipment, typewriters, telecommunications equipment etc.)

3 · 3 Whether Data Processing capacity facility is available (a) In house or (b) outside, please give details.

3 · 4 Computer facility:

5 · 1 Capital structure

5 · 2 Deployment of Resources

5 · 3 Net Profit for the last three financial years

5 · 4 Estimated profit from various sources.

5 · 5 In the case of body corporate, please enclose three years of audited annual accounts and where unaudited reports are submitted, give reasons.

5 · 6 Name and Address of Principal Bankers

5 · 7 Name and Address of the Auditors (Internal, External & Tax auditor, if any). (As applicable)

6 · OTHER INFORMATION

6 · 1 Details of all pending disputes:

1 · 2. Indictment of involvement in any offence relating to moral turpitude / economic offences in the last three years.

1 · 3. Any significant awards or recognition, collective grievances against the services rendered by the company.

1 · 4. Any other information considered relevant to the nature of services rendered by the company.

1 · 5. Name of two references.

7 · 1. Describe present activities and proposed activity in case of new organisation.

7 · 2 Existing / proposed facilities for redressed of Investor Grievances. (Furnish number and type of complaints received, follow-up with the companies, average time

7 · 3 Enclose a copy of typical contract entered with a person making the issue or share transfer agent.

7 · 4 Details of facilities for processing of application, collection and dispatch of documents, refund orders, allotment letters, space for safe custody of refund orders, certificates, reconciliation with the collecting banks.

8 · 1 Experience in handling the activities during the last three years.

8 · 2 Experience in other financial services (period, area, and commencement of activity).

1 · The applicant/intermediary (Name) and its principal officer, the directors or managing partners, the compliance officer and the key management persons and the promoters or persons holding controlling interest or persons exercising control over the applicant, directly or indirectly (in case of an unlisted applicant or intermediary, any person holding twenty percent or more voting rights, irrespective of whether they hold controlling interest or exercise control, shall be required to fulfill the 'fit and proper person' criteria) are fit and proper person in terms of Schedule II of SEBI (Intermediaries) Regulations, 2008.

1 · Risk Management Policy

10 · In addition to maintaining details of securities certificates issued or re-issued data in respective folios, RTAs shall maintain a certificate printing register/records containing, inter alia, details such as Date of Printing/issue, Folio No, Name in which printed, Certificate No, Distinctive Nos, Old Certificate No (in case is reprinting), Reason of printing etc.

11 · The allotment of shares in a bonus issue shall be made only in the dematerialised form .

12 · The Issuer Company and RTAs shall exercise enhanced due diligence in following cases:

10 · The audit observations along with the corrective steps taken by the RTA shall be placed before the Board of Directors of the Issuer Company.

11 · The Issuer Companies shall satisfy themselves regarding the adequacy of the corrective measures taken by the concerned RTA. If not satisfied with the corrective measures, Issuer Company may ask RTA to take more stringent corrective measures.

1 · PAN:

1 · 1.PAN is mandatory for all transactions in securities market as per SEBI Circular MRD/DoP/Cir -05/2007 dated April 27, 2007 and it is also one of the document for proof of identity. Accordingly, it is mandatory for all security holders and claimants of physical securities to furnish PAN.

1 · 2.Further, it shall be mandatory to quote and provide a self-attested copy of the PAN by the security holder/claimant to avail any service request .

1 · 3.Accordingly, the security holder shall register the PAN through form ISR – 1 .

1 · 4.RTA shall mandatorily verify PAN details through the facility as may be provided by the Income Tax Department (ITD)/ITD authorized service providers for PAN verification viz. NSDL e -Governance Infrastructure Limited, UTI Infrastructure Technology and Services Limited etc. In this regard, SEBI registered RTAs have been authorized as an eligible entity by the ITD to verify PANs through its 'Online PAN Bulk Verification' (PBV) facility.

1 · 5.Additionally, the 'Exemptions/clarifications to PAN', as provided in clause D to 'Instructions/Check List for Filing KYC Forms' in Annexure – 1 to SEBI circular No. MIRSD/SE/Cir -21/2011 dated October 05, 2011 on Uniform Know Your Client (KYC) Requirements for the Securities Market, shall also applicable for holder(s) / claimant(s) of securities held in physical mode.

1 · 6.Compulsory linking of PAN and Aadhaar by all holders of physical securities in listed companies

2 · Contact details

3 · Bank account details (Bank and Branch name, bank account number, IFS code)

4 · Specimen signature

1 · Mismatch in signature

1 · 1.Minor mismatch in signature

1 · 2.Major mismatch in signature or updation/non-availability of specimen signature

2 · Mismatch/Change in name

2 · 1.Minor mismatch in name

2 · 1.1. For minor mismatch in name between any two set of documents presented by the security holder / claimant for any service request, the RTA shall additionally obtain self -attested copy of any one of the documents as detailed in Annexure – 12 of this Circular, explaining the difference in names.

2 · 1.2. The existing norms of the Depositories, to process demat request where there is a minor mismatch on account of initials not being spelt out fully, or put after or prior to surname, provided the signature in the Demat Request Form (DRF) matches with the signature card with the RTA, shall continue to be in force.

2 · 2.Change of Name / Major Mismatch in Name

2 · 2.1. In the event of Change of Name / Major Mismatch in Name of the Security Holder, the Security holder/claimant may be allowed to change his / her name, subject to the submission of following documents at the time of change of name of the security holder/claimant:

3 · Updation of Bank details

3 · 1.In cases where Bank account details of the security holder are not available with RTA or there is a change in such details, RTA shall obtain Bank account details along with any one of the following documents to update the security holder's Bank details:

3 · 2.The RTA shall proceed with the updation of bank details based on the documents provided by the first holder only, in case of joint holding.

4 · 1.The RTA shall obtain any one of the documents mentioned in Annexure – 13, from the security holder / claimant, if the address is not available in the folio or for processing the request for its change.

1 · . The operational guidelines for processing of investor service requests for the purpose of transmission of securities are as under:

25 · Lacs - 1crore

58 · Joint affidavit may be accepted in cases where the security holders are having the same address.

16A · of Securities and Exchange Board of India (Intermediaries) Regulations, 2008 ('Intermediaries Regulations'), Regulation 44B of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 ('SECC Regulations') and Regulation 82B of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 ('DP Regulations') provide the provisions on association of persons regulated by the Board, MIIs, and their agents with another person engaged in prohibited activities (hereinafter referred to as "the regulations" or "these regulations" in this circular).

2 · Who is a ‘person regulated by the Board’ for these regulations?

3 · Who is an agent of persons regulated by the Board?

4 · What are the restrictions on persons regulated by the Board and their agents on their association with another person?

5 · What constitutes an association between persons regulated by the Board and their agents with another person?

10 · Whether stock brokers can avail services of another person who is engaged in any of the abovementioned two prohibited activities?

11 · Whether the Mutual Fund Distributors (MFDs), Authorised Persons (APs), Portfolio Management Services Distributors (PMS Distributors) and Alternative Investment Fund Distributors (AIF Distributors) are required to comply with these regulations for their association with another person?

12 · What are the consequences of violation of these regulations for persons regulated by the Board and their agents?

13 · Can SEBI registered intermediaries make any payment to or receive payment from or share or receive any client information from or with another person engaged in any of the abovementioned two prohibited activities, directly or indirectly?

14 · Whether persons regulated by the Board and their agents are allowed to associate for their branding/marketing/promotional activities with another person?

15 · Can SEBI regulated entities and their agents associate with another person who is promoting consumer products from the sectors such as banking, financial services, and insurance, which are not regulated by SEBI?

16 · Do the following amount to violation under the regulations?

17 · When will these regulations come into effect?

1 · 1 The policy shall cover activities or the nature of activities that can be outsourced, the authorities who can approve outsourcing of such activities, and the selection of third party to whom it can be outsourced. For example, an activity shall not be outsourced if it would impair the supervisory authority's right to assess, or its ability to supervise the business of the RTA. The policy shall be based on an evaluation of risk concentrations, limits on the acceptable overall level of outsourced activities, risks arising from outsourcing multiple activities to the same entity, etc.

1 · 2 The Board shall mandate a regular review of outsourcing policy for such activities in the wake of changing business environment. It shall also have overall responsibility for ensuring that all ongoing outsourcing decisions taken by the RTA and the activities undertaken by the third -party, are in keeping with its outsourcing policy.

2 · The RTA shall establish a comprehensive outsourcing risk management programme to address the outsourced activities and the relationship with the third party .

2 · 1 An RTA shall make an assessment of outsourcing risk which depends on several factors, including the scope and materiality of the outsourced activity, etc. The factors that could help in considering materiality in a risk management programme include-

2 · 2 While there shall not be any prohibition on a group entity I associate of the RTA to act as the third party, systems shall be put in place to have an arm's length distance between the RTA and the third party in terms of infrastructure, manpower, decision-making, record keeping, etc. for avoidance of potential conflict of interests. Necessary disclosures in this regard shall be made as part of the contractual agreement. It shall be kept in mind that the risk management practices expected to be adopted by an RTA while outsourcing to a related party or an associate would be identical to those followed while outsourcing to an unrelated party.

2 · 3 The records relating to all activities outsourced shall be preserved centrally so that the same is readily accessible for review by the Board of the RTA and I or its senior management, as and when needed. Such records shall be regularly updated and may also form part of the corporate governance review by the management of the RTA.

2 · 4 Regular reviews by internal or external auditors of the outsourcing policies, risk management system and requirements of the regulator shall be mandated by the Board wherever felt necessary. The RTA shall review the financial and operational capabilities of the third party in order to assess its ability to continue to meet its outsourcing obligations.

3 · The RTA shall ensure that outsourcing arrangements neither diminish its ability to fulfill its obligations to customers and regulators, nor impede effective supervision by the regulators.

3 · 1 The RTA shall be fully liable and accountable for the activities that are being outsourced to the same extent as if the service were provided in-house.

3 · 2 Outsourcing arrangements shall not affect the rights of an investor or client against the RTA in any manner. The RTA shall be liable to the investors for the loss incurred by them due

3 · 3 The facilities I premises I data that are involved in carrying out the outsourced activity

3 · 4 Outsourcing arrangements shall not impair the ability of SEBI/SRO or auditors to exercise its regulatory responsibilities such as supervision/inspection of the RTA.

4 · The RTA shall conduct appropriate due diligence in selecting the third party and in monitoring of its performance.

4 · 11t is important that the RTA exercises due care, skill, and diligence in the selection of the third party to ensure that the third party has the ability and capacity to undertake the provision of the service effectively.

4 · 2 The due diligence undertaken by an RTA shall include assessment of:

5 · Outsourcing relationships shall be governed by written contracts I agreements I terms and conditions (as deemed appropriate) {hereinafter referred to as "contract"} that clearly describe all material aspects of the outsourcing arrangement, including the rights, responsibilities and expectations of the parties to the contract, client confidentiality issues, termination procedures, etc.

5 · 1Outsourcing arrangements shall be governed by a clearly defined and legally binding written contract between the RTA and each of the third parties, the nature and detail of which shall be

5 · 2 Care shall be taken to ensure that the outsourcing contract:

6 · The RTA and its third parties shall establish and maintain contingency plans, including a plan for disaster recovery and periodic testing of backup facilities.

6 · 1 Specific contingency plans shall be separately developed for each outsourcing arrangement, as is done in individual business lines.

6 · 2 An RTA shall take appropriate steps to assess and address the potential consequence of a business disruption or other problems at the third party level. Notably, it shall consider contingency plans at the third party; co-ordination of contingency plans at both the RTA and the third party; and contingency plans of the RTA in the event of non-performance by the third party.

6 · 3 To ensure business continuity, robust information technology security is a necessity. A breakdown in the IT capacity may impair the ability of the RTA to fulfill its obligations to other market participants/clients/regulators and could undermine the privacy interests of its customers, harm the RTA's reputation, and may ultimately impact on its overall operational risk profile. RTAs shall, therefore, seek to ensure that third party maintains appropriate IT security and robust disaster recovery capabilities.

6 · 4 Periodic tests of the critical security procedures and systems and review of the back- up facilities shall be undertaken by the RTA to confirm the adequacy of the third party's systems.

7 · The RTA shall take appropriate steps to require that third parties protect confidential information of both the RTA and its customers from intentional or inadvertent disclosure to unauthorised persons.

7 · 1An RTA that engages in outsourcing is expected to take appropriate steps to protect its proprietary and confidential customer information and ensure that it is not misused or misappropriated.

7 · 2 The RTA shall prevail upon the third party to ensure that the employees of the

7 · 3 1n cases where the third party is providing similar services to multiple entities, the RTA shall ensure that adequate care is taken by the third party to build safeguards for data security and confidentiality.

8 · Potential risks posed where the outsourced activities of multiple RTAs are concentrated with a limited number of third parties.

2 · 1. Stage–I: SEBI will approve the limited set of users as proposed by the applicant for testing in Stage-I. During the stage-I testing, applicant shall use limited and identified set of users with maximum cap on users based on the requirement of the applicant duly approved by SEBI on case to case basis. These users will be required to provide positive consent including their understanding of the risks of using the solution.

2 · 2. Stage–II: During the stage-II testing, applicant shall test with larger set of identified users with maximum cap on users based on the requirement of the applicant duly approved by

3 · 1. SEBI Registration: The applicant should be an entity registered with SEBI under section 12 of the SEBI Act 1992. The entity may apply either on its own or in partnership with any other entity. In either scenario, the registered market participant shall be treated as the principal applicant, and shall be solely responsible for all aspects of participation in the Regulatory Sandbox.

3 · 2. A. Genuine need to test: The applicant should have a genuine need for live testing the solution on real users. The applicant should provide justification that testing in test environment with test data is not enough.

3 · 3. Compliance to the objective of the Regulatory Sandbox: The solution should be pertaining to the securities market and should be either new innovative solutions or a solution for performing existing services in better way by improving the existing processes or facilitating inclusion.

3 · 4. Benefits to users: The solution should offer identifiable benefits (direct or indirect) to the users and/or to the securities market as a whole.

3 · 5. Testing readiness of the solution: The applicant should have necessary resources to support testing in the sandbox and must demonstrate well developed testing plans with clear objectives, parameters and success criteria.

3 · 6. Safeguards to mitigate potential risks to the financial system: The solution should have proper risk management strategy to incorporate appropriate safeguards to mitigate and control potential risks to any market participants/users that may arise from the testing of the solution and shall propose appropriate safeguards to manage the risks and contain the consequences of failure.

5 · 1. Adequate Progress: The applicant should demonstrate that they have achieved adequate progress and are on track with their testing plan.

5 · 2. Compliance to the objective of the Regulatory Sandbox: The applicant should provide justification that they are complying with the objective of the Regulatory Sandbox.

5 · 3. Reviews of the Risks observed during Stage-I testing: The applicant should submit the details of the risks observed during stage-I testing along with the steps taken to mitigate those risks.

5 · 4. Safeguards to mitigate potential risks: The applicant should provide the list of appropriate safeguards to manage the risks and contain the consequences of failure.

5 · 5. Users feedback: The applicant should present summary of the feedback received from the users participated during stage-I of the Regulatory Sandbox testing highlighting the adverse feedbacks and steps taken to address the same.

5 · 6. Deployment post-testing: The applicant should present the intention and ability to deploy the solution on a broader scale. To this effect the applicant should share a proposed sandbox exit strategy.

22 · 1. STAGE -I Evaluation Criteria:

22 · 1.1. Profile of the applicant

22 · 1.2. Genuine need to test

22 · 1.3. Genuine need for relaxation

22 · 1.4. Solution should be either new solution or improvement in the existing processes

22 · 1.5. Identified benefits to the users and/or the securities/commodities markets

22 · 1.6. Compilation of meaningful test scenarios and expected/desired outcomes

22 · 1.7. Risk measured/graded testing conditions and parameters so as to ensure safety and protection of the markets/users

22 · 1.8. Risk mitigation for high risk testing conditions and parameters

22 · 1.9. Appropriate disclosure requirements and protection to their users

22 · 1.10. Clearly defined grievance redressal mechanism and user rights

22 · 1.11. Adequate disclosure of the potential risks to participating users

22 · 1.12. Prior confirmation from users that they fully understand and accept the attendant risks

22 · 1.13. Intent and feasibility to deploy the proposed Innovative solution post testing

22 · 1.14. The withdrawal strategy (in the event the tests are not successful) including for participating users

22 · 1.15. Any other factors considered relevant by SEBI

22 · 2. STAGE -II Evaluation Criteria:

22 · 2.1. Applicant has achieved adequate progress in stage –I testing

22 · 2.2. Review of the risks observed during stage –I testing

22 · 2.3. Review of the steps taken to mitigate the risks

22 · 2.4. Appropriate safeguards to manage the risks and contain the consequences of failure

22 · 2.5. User feedback during stage-I testing

22 · 2.6. Intent and feasibility to deploy the proposed Innovative solution post testing

22 · 2.7. The deployment and monitoring strategy post testing (in the event the tests are deemed successful) or the withdrawal strategy including for participating users (in the event the tests are not successful)

27 · Accordingly, regulatory relaxations from various SEBI regulations may be provided after analyzing specific sandbox testing applications. A reference list is given at Annexure-29C with examples of the regulatory requirements that will be mandatory and those for which SEBI may consider granting relaxation during the sandbox testing.

35 · 1. The applicant shall ensure that users participating in the sandbox have the same protection rights as the ones participating in the live market except for the specific provisions mentioned in the user consent form and relaxations granted under regulatory sandbox.

35 · 2. The applicant shall take liability / indemnity insurance of an adequate amount and period to safeguard the users participating in the sandbox. The adequacy of indemnity cover shall depend on determination of the maximum liability based on, among others, (i) maximum exposure to a single user (ii) the number of claims that could arise from a single event (potential for multiple claims); and (iii) number of claims that might be expected during the policy period. The policy cover shall begin with the start of testing stage and end three months after exit of the sandbox entity from the regulatory sandbox.

35 · 3. Users shall have the right to revoke the consent.

35 · 4. In case of exit by some users, the applicant may take additional users within the permissible cap of users.

38 · 1. Exit Strategy: The applicant shall provide exit strategy which shall be applicable in the event of successful testing. This shall incorporate the post-testing strategy and deployment of the solution on a broader scale. The exit strategy shall include following:

38 · 1.1. Process of notification to the existing users of the completion of the sandbox testing and informing them on the necessary steps to be taken.

38 · 1.2. Proposed steps for deployment of the solution on a broader scale.

38 · 1.3. How the current position of the existing users shall be taken care while migrating to live environment.

38 · 1.4. The applicant needs to mention what regulatory changes are expected to enable the applicant to launch their solution in the live market post completion of the sandbox testing.

38 · 2. Withdrawal Strategy: The applicant shall provide withdrawal strategy which shall be applicable in the event the tests are not successful or applicant wants to discontinue the sandbox testing or SEBI revokes the approval to participate in the sandbox as per the" Revocation of the Approval" clause of this document. The withdrawal strategy shall include following:

38 · 2.1. Process of notification to the existing users regarding the termination of the sandbox testing and informing them on the necessary steps to be taken.

38 · 2.2. Settling/ transferring etc. of the current position of the existing users within 15 days of the initiation of the withdrawal strategy, as may be applicable.

38 · 2.3. Refund of any dues to the existing users within 15 days of the initiation of the withdrawal strategy.

10 · The Existing STA had allowed the auditors appointed by the Issuer and New STA to inspect the records/ data and documents to be handed over to the New STA/ Issuer.

11 · The Existing STA has handed over the records/ data and documents of previous 3 years to New STA prior to the cut-off date and rest of the records/ data and documents, if any, have been handed over to the Issuer.

12 · The Issuer and the Existing STA have ensured that all records/ data and documents along with computer data have been properly handed over to the New STA.

13 · The Existing STA had handed over the check list as per Annexure-30A to the New STA prior to the audit. The Existing STA has handed over the records/ data and documents (as per Annexure-30A) duly catalogued and indexed to the New STA under intimation to the Issuer. The Existing STA has elaborately listed out all the missing records/ data and documents in the Annexure-30A enclosed. The Existing STA has also mentioned whether the said records/ data and documents were missing at the time of their appointment as share transfer agent or the same were handed over to them by the Issuer/ previous share transfer agent and records/ data and documents have been subsequently misplaced at their end.

14 · The New STA has acknowledged the receipt of the records/ data and documents and has performed a sample check on the records/ data and documents.

15 · The discrepancies, if any, have been brought to the notice of Existing STA and the Issuer and have been incorporated in the Annexure-30A .

16 · The capital reconciliation of the Issuer (i.e. Issued Capital = NSDL holding + CDSL holding + physical shareholding) has been be carried out by the New STA. The Existing STA has provided such capital reconciliation for data being handed over as on cut -off date.

17 · The New STA shall process various investor requests by using the data as provided by the Existing STA in good faith.

18 · The Existing STA has provided its full co-operation to resolve the discrepancies in the records/ data and documents and has provided reasonable and clear explanation for discrepancies in the records/ data and documents, if any.

19 · The Existing STA has extended necessary co-operation for shifting of ISIN to New STA as also for conversion of soft data as per file formats required for seamless loading by the New STA, to resolve gaps and/ or discrepancies observed in the records/ data and documents being handed over.

20 · The Existing STA has fully co-operated with the New STA and Issuer during the transition period for the change of share transfer agent.

21 · The Existing STA has performed all the activities of share transfer agent till cut-off date.

22 · All the liabilities/ responsibilities prior to cut-off date pertaining to share transfer work shall be borne by the Issuer/ Existing STA, as applicable. The New STA will not under any circumstance be held liable/ responsible for the said period. Similarly, the Issuer/ New STA, as applicable, will take responsibility for all actions pertaining to share transfer work after the cut-off date and shall be held responsible for any liability arising thereafter, except for the liability that may arise on execution of the activities in good faith, based on the data received from the Issuer/ Existing STA.

23 · After handing over the records/ data and documents, the Existing STA shall preserve soft copy of the data handed over to New STA for a period of 3 years and thereafter Existing STA will not be responsible for loss of any records pertaining to any such prior period.

24 · The hard copy of the data /documents pertaining to physical shareholders as of cutoff date has been printed in triplicate by the Existing STA and the same has been signed by the Existing STA, New STA and the Issuer and shall be kept with each of the share transfer agent. (In case it is not possible to print the entire share master, then the soft copy of the data as of cut-off date shall be handed over to the Issuer, New STA and the Existing STA.)

25 · This Agreement has been signed by the parties only after Existing STA has issued the "No Objection Certificate" to shift the ISIN to New STA. All the items listed in Annexure -30Ahave been checked by the auditor appointed by the Issuer and the New STA. Annexure -30A has become a part of this Agreement and has been signed by the Existing STA, New STA and the Issuer.

26 · The copy of this Agreement shall be submitted by the Issuer to the stock exchange(s) wherever the Issuer shares are listed. In terms of the provisions of the Securities and Exchange Board of India (Listing Obligation and Disclosures Requirements) Regulations, 2015, intimation is required to be given to the stock exchange(s) within seven days of signing of the Agreement and the copy of this

27 · All the disputes and the differences that may arise in future as regards this Agreement shall be resolved amicably and expeditiously and if such attempts fail, the same shall be resolved as per the provisions under law, for the time being in force.

28 · The provisions of this Agreement shall always be subject to any rules, regulations, guidelines and circulars issued by Securities and Exchange Board of India and other provisions of law in force.

29 · The Issuer has taken special contingency insurance policy to cover risk out of fraud, forgery, errors of commission/ omission, etc.

30 · Words and expressions which are used in this Agreement, but which are not defined herein shall, unless the context otherwise requires, have the same meaning as assigned thereto in the rules and regulations of the Securities and Exchange Board of India and circulars issued thereunder.

10 · Memorandum and Articles of Association& board resolutions for corporate bodies,

11 · Register and file of mandate cases along with soft copy.

12 · File of original executed indemnities, Affidavits, etc. along with all supporting documents received for duplicate certificate issue, refund

13 · File of stop transfer cases, related correspondence/court injunction/ other orders, etc.

14 · Soft copy of previous year's Annual Return filed with ROC.

15 · Allottee registers for all issues (public/rights)

16 · Non allottee registers

17 · Allottee and non allottee IPO / rights applications

18 · Bank schedules

19 · Bulk registers

20 · Register of members

21 · Paid/unpaid list for refund/dividend (all years) along with soft copy

22 · Paid/unpaid list for allotment/call money along with soft copy

23 · Reconciliation of refund/dividend accounts

24 · Paid warrants refund/dividend, if being stored by Existing STA

25 · Paid stubs allotment/call money, if being stored by Existing STA

26 · Correspondence with shareholders

33 · Last set of shareholding pattern reports including regulatory submissions (hard or soft copies)

2 · a) Stock exchange(s) shall allow modification of selected fields (till 11 AM) in the bid details already uploaded.

1 · ___