The Securities and Exchange Board of India (SEBI) on January 20, 2026, issued the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2026 further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The following amendments have been stated:
• In regulation 39, sub-regulation (2) shall be substituted with the following, namely, -
“(2) The listed entity shall effect credit of securities pursuant to investor service requests in relation to subdivision, split, consolidation, renewal, exchanges and issuance of duplicate securities on account of loss or old decrepit or worn out certificates in dematerialised form within a period of thirty days from the date of receipt of such request along with relevant documents.”
• In regulation 40, sub-regulation (1) shall be substituted with the following, namely, -
“(1) Save as otherwise specified in provisions of securities laws or Companies Act, 2013 and rules made thereunder, the listed entity shall also comply with the following requirements:
(a) The requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository;
(b) Transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form:
Provided that nothing contained in clause (a) shall prevent the registration of transfer of securities executed before April 01, 2019 and still held in physical form subject to such conditions as may be specified by the Board.”
• In regulation 61A, sub-regulation (3) shall be substituted with the following, namely, -
“(3) The amount transferred to the escrow account that remains unclaimed and unpaid shall be transferred to the ‘Investor Education and Protection Fund’ in accordance with section 125 of the Companies Act, 2013 and rules made thereunder:
Provided that for listed entities which do not fall within the definition of “company” under the Companies Act, 2013 and rules made thereunder, the amount in the escrow account that remains unclaimed and unpaid for a period of seven years from the maturity date of the non-convertible securities, shall be transferred to the Investor Protection and Education Fund created by the Board in terms of section 11 of the Act:
Provided further that the amount transferred to the Investor Protection and Education fund shall not bear any interest.”
• In regulation 62C, in sub-regulation (1),
o after the words “value of Rupees” and before the words “Thousand Crore”, the word “One” shall be substituted with the word “Five”;
o in the explanation (1),
i. after the words “shall be determined” and before the words “basis of value”, the word “the” shall be inserted;
ii. After the words “securities as on” and before the words “the date of notification of”, the words, numbers and symbols “March 31, 2025, irrespective of” shall be omitted;
• In regulation 62D, in sub regulation (2),
o after the words “in which case the” and before the words “annexed to the notice for such”, the words “explanatory statement” shall be substituted with the words “Explanatory Statement”;
o after the words “to the notice for such motion”, the symbol “,” shall be inserted”;
They shall come into force on January 20, 2026.
[Notification No. SEBI/NRO-GN/2026/295]
