In exercise of the powers conferred by sub section (1) of section 30 read with sub section (2) of Section

REGD. No. D. L.-33004/99 The Gazette of India EXTRAORDINARY CG-MH-E-16122025-268549 PART III—Section 4 PUBLISHED BY AUTHORITY No. 809] NEW DELHI, MONDAY, DECEMBER 15, 2025/ AGRAHAYANA 24, 1947 SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 15th December, 2025 SECURITIES AND EXCHANGE BOARD OF INDIA (REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENTS) REGULATIONS, 2025 A regulation to consolidate and amend the regulatory framework for registration of registrars to an issue and share transfer agents and specifying their general obligations and responsibilities and for matters connected therewith or incidental thereto. No. SEBI/LAD-NRO/GN/2025/288.—In exercise of the powers conferred by sub-section (1) of section 30 read with sub-section (2) of Section 11 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India hereby makes the following regulations, namely, - CHAPTER I PRELIMINARY Short title and commencement. 1. (1) These regulations may be called the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025. (2) They shall come into force on the date of their publication in the Official Gazette. Definitions. 2. (1) In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meaning assigned to them below and their cognate expressions and variations shall be construed accordingly,- (a) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) "activity" means activities which a registrar to an issue and share transfer agent may carry under clause (k) of sub-regulation (1) of regulation 2; (c) "Board" means the Board as defined in clause (a) of sub-section (1) of section 2 of the Act; (d) "body corporate" means a body corporate as defined in sub-section (11) of Section 2 of the Companies Act, 2013 (18 of 2013); (e) "certificate” means a certificate of registration granted by the Board under these regulations; (f) "Change in control" in case of a body corporate – (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) if its shares are not listed on any recognised stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of Section 2 of the Companies Act, 2013 (18 of 2013); (g) "form" means a form specified in Schedule I; (h) "inspecting authority" means one or more persons appointed by the Board to exercise powers conferred under Chapter V; (i) "issue" shall have the meaning assigned to it under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992; (j) "principal officer" means- (i) in relation to a body corporate, partner or manager or director; or (ii) any person connected with the management or administration of the body corporate upon whom the board of the body corporate has served a notice of its intention of treating him as the principal officer thereof; (k) "registrar to an issue and share transfer agent" means a body corporate or a division or unit of such body corporate, appointed to carry out the following activities- (i) for acting as an intermediary in connection with initial public offers, follow-on public offers, open offers, buy backs of securities, delisting offers, takeovers and such other issue or corporate action related activity as may be specified by the Board or stock exchanges or depositories; (ii) for maintaining the records of holders of securities issued by such body corporate and to deal with all matters connected with transactions in such securities; (l) "stock exchange” means a stock exchange which is for the time being recognised by the Central Government or by the Board under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956). (2) Words and expressions used and not defined in these regulations but defined in the Act, the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 or any rules or regulations made thereunder shall have the same meanings respectively assigned to them in those Acts, rules or regulations made thereunder or any statutory modification or re-enactment thereto, as the case may be. CHAPTER II REGISTRATION OF REGISTRAR TO AN ISSUE AND SHARE TRANSFER AGENT Registration as Registrar to an Issue and Share Transfer Agent. 3. No person shall act as a Registrar to an Issue and Share Transfer Agent unless it has obtained a certificate of registration from the Board under these regulations. Application for grant of certificate of registration. 4. (1) An application by a Registrar to an Issue and Share Transfer Agent for grant of a certificate of registration shall be made to the Board in Form A of Schedule I and shall be accompanied by a non- refundable application fee, as specified in Para 1 of Schedule II. (2) Notwithstanding anything contained in sub-regulation (1), any application made by a registrar to an issue or a share transfer agent prior to coming into force of these regulations containing such particulars as near thereto as mentioned in Form A of Schedule I shall be treated as an application made in pursuance of sub-regulation (1) and dealt with accordingly. Application to conform to the requirements. 5. Subject to the provisions of sub-regulation (2) of regulation 4, any application, which is not complete in all respects and does not conform to the instructions specified in the form, shall be rejected: Provided that, before rejecting any such application, the applicant shall be given an opportunity to remove, within thirty days of the date of receipt of the relevant communication from the Board, such objections as may be indicated by the Board: Provided further that, the Board may, on sufficient reason being shown, extend the time for removal of objections by such further time, not exceeding thirty days, as the Board may consider fit to enable the applicant to remove such objections. To furnish further information, clarification etc. 6. (1) The Board may require the applicant to furnish such further information or clarifications regarding matters relevant to its activity as registrar to an issue and share transfer agent to consider the application for grant of a certificate of registration. (3) The applicant or its authorised representative shall, if so required by the Board, appear before the Board for personal representation. Consideration of application. 7. For considering the grant of certificate of registration to the applicant, the Board shall take into account all matters which it deems are relevant to the activities relating to registrar to an issue and share transfer agent and in particular the following, namely, whether- (a) the applicant is a body corporate; (b) the applicant has the necessary infrastructure like adequate office space, equipment and man- power to effectively discharge the activities of a registrar to an issue and share transfer agent; (c) the applicant has any past experience in the activities; (d) the applicant has appointed a compliance officer; (e) the applicant has constituted an audit committee or equivalent; (f) the applicant or any person directly or indirectly connected with the applicant has not been granted registration by the Board under the Act; (g) the applicant fulfils the net worth requirement specified in regulation 9; (h) the applicant or any person connected to the applicant is involved in any proceedings connected with the securities markets or any other regulatory or enforcement agency; (i) the applicant or any of its director, partner or principal officer is or has at any time been convicted for any offence involving moral turpitude or has been found guilty of any economic offence; and (j) the applicant is a fit and proper person. Criteria for fit and proper person. 8. For the purposes of determining whether an applicant is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008. Net worth Requirement. 9. The net worth requirement referred to in clause (g) of regulation 7 shall not be less than fifty lakh rupees. Explanation. – For the purpose of this regulation, “net worth" means the value of the paid up capital, the free reserves and the securities premium as disclosed in the books of accounts of the applicant at the time of making the application under sub-regulation (1) of regulation 4: Provided that a registrar to an issue and share transfer agent, who was granted a certificate of registration prior to the commencement of Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025, shall raise its net worth to the said minimum within a period of eighteen months from such commencement. Grant of certificate of registration. 10. (1) The Board, on being satisfied that the applicant fulfils the requirements specified in regulation 7, shall send an intimation to the applicant and on receipt of the payment of registration fees as specified in paragraph (2) of Schedule II, grant a certificate in Form B of Schedule I. (2) The certificate of registration granted under sub-regulation (1) shall be valid unless it is suspended or cancelled by the Board. (3) The registrar to an issue or share transfer agent who has already been granted certificate of registration by the Board, prior to the commencement of the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 shall be deemed to have been granted a certificate of registration, in terms of sub-regulation (1). (5) The grant of certificate of registration shall be subject to payment of fee specified in regulation 14. Conditions of registration. 11. (1) The certificate of registration granted under regulation 10 shall, inter alia, be subject to the following conditions, namely:- (a) the registrar to an issue and share transfer agent shall abide by the provisions of the Act and these regulations; (b) the registrar to an issue and share transfer agent shall obtain prior approval of the Board in case of change in control in such manner as may be specified by the Board; (c) without prejudice to its obligations under any other law for the time being in force, the registrar to an issue and share transfer agent shall enter into a legally binding agreement with the body corporate or the person or group of persons for or on whose behalf it is acting as a registrar to an issue and share transfer agent stating therein the allocation of duties and responsibilities between itself and such body corporate or person or group of persons, as the case may be; (d) the registrar to an issue and share transfer agent shall pay the fees for registration, in the manner provided in these regulations; (e) the registrar to an issue and share transfer agent shall maintain net worth requirements specified in regulation 9 at all times during the period of validity of the certificate; (f) the registrar to an issue and share transfer agent shall take adequate steps for redressal of grievances of the investors within twenty-one calendar days of the date of the receipt of the complaint and keep the Board informed about the number, nature and other particulars of the complaints received and the manner in which such complaints have been redressed; (g) the registrar to an issue and share transfer agent shall immediately intimate the Board in writing, if any information or particulars previously submitted to the Board are found to be false or misleading in any material particular or if there is any material change in the information already submitted; (h) the registrar to an issue and share transfer agent shall provide services to listed or proposed to be listed companies on a stock exchange recognised by the Board. (2) Nothing contained in clause (b) of sub-regulation (1) shall affect the obligation to obtain a fresh registration under section 12 of the Act in cases where it is applicable. Providing services to unlisted companies 12. (1) Where a registrar to an issue and share transfer agent is providing its services to unlisted companies, then, — (a) the services provided to unlisted companies shall be separate and segregated from all other services, through a separate business unit; (b) such services provided to unlisted companies shall not come under regulatory jurisdiction of the Board; and (c) every registrar to an issue and share transfer agent shall make an appropriate disclaimer to that extent to the unlisted company. Explanation. – The registrars to an issue and share transfer agents serving mutual funds, asset management companies, portfolio management services and alternative investment funds shall remain under the regulatory purview of the Board. (2) A registrar to an issue and share transfer agent offering services to unlisted companies prior to the commencement of the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 shall segregate such activities into a separate business unit within a period of eighteen months from the date of notification of these regulations. Procedure where registration is not granted. 13. (1) After considering an application made under regulation 4, if the Board is of the opinion that a certificate should not be granted to the applicant, it may reject the application after giving the applicant a reasonable opportunity of being heard. (2) The decision of the Board to reject the application shall be communicated to the applicant within thirty days of such decision, stating therein the grounds on which the application has been rejected. (3) The applicant may, being aggrieved by the decision of the Board under sub regulation (2) apply within a period of thirty days from the date of receipt of such intimation, to the Board for reconsideration of its decision. (4) On receipt of the application made under sub-regulation (3), the Board shall reconsider its decision and communicate its findings thereon as soon as possible in writing to the applicant. Payment of fees and the consequences of failure to pay fees. 14. (1) Every applicant eligible for grant of registration, shall pay the fees in such manner and within the period specified in Schedule II: Provided that the Board may on sufficient cause being shown permit the registrar to an issue and share transfer agent to pay such fees at any time before the expiry of six months from the date on which such fees becomes due. (2) Where a registrar to an issue and share transfer agent fails to pay the fees as provided in sub- regulation (1), the Board may suspend the certificate, whereupon the registrar to an issue and share transfer agent shall cease to carry on any of his activity as a registrar to an issue and share transfer agent. CHAPTER III GENERAL OBLIGATIONS AND RESPONSIBILITIES Code of Conduct. 15. Every registrar to an issue and share transfer agent shall at all times abide by the Code of Conduct as specified in Schedule III. Registrar to an issue and share transfer agent not to act as such for an associate. 16. No registrar to an issue and share transfer agent shall act as such for any issue of securities by a body corporate of which it is an associate. Explanation.— For the purpose of this regulation, a registrar to an issue and share transfer agent or the body corporate as the case may be shall be deemed to be an associate of the other where:- (a) it controls directly or indirectly not less than 10 percent of the voting rights of the body corporate or of the registrar to an issue and share transfer agent, as the case may be; or, (b) relative of its director or promoter or key managerial personnel is a director or promoter of the body corporate or of the registrar to an issue and share transfer agent, as the case may be. Explanation.— The term 'relative' shall have the same meaning as is assigned to it under sub- section (77) of section 2 of the Companies Act, 2013. To maintain proper books of accounts and records, etc. 17. (1) Every Registrar to an Issue and Share Transfer Agent shall keep and maintain the following books of accounts and documents, namely: - (a) a copy of balance sheet at the end of each accounting period; (b) a copy of the profit and loss account at the end of each accounting period; (c) a copy of the auditor's report on the accounts for each accounting period; and (d) a statement of net worth for each quarter. (2) Every registrar to an issue and share transfer agent which handles issues shall maintain the following records with respect to:- a. all the applications received from investors in respect of an issue; b. all applications of investors rejected and reasons therefor; c. basis of allotment of securities to the investors as finalised in consultation with the stock exchange; d. terms and conditions of purchase of securities; e. allotment of securities; f. list of names of allottees and non-allottees of the securities; g. refund orders dispatched to investors in respect of application monies received from them in response to an issue; h. such other records as may be specified by the Board. (3) Every registrar to an issue and share transfer agent shall maintain the following records in respect of a body corporate on whose behalf it is carrying on the activities as transfer agent namely:- a. list of holders of securities of such body corporate; b. the names of transferor and transferee and the dates of transfer of securities; c. such other records as may be specified by the Board. (4) Every registrar to an issue and share transfer agent shall intimate the Board the place where the books of accounts, records and documents are maintained. (5) Without prejudice to sub- regulation (1), every Registrar to an Issue and Share Transfer Agent shall, after the close of each financial year as soon as possible but not later than six months from the close of the said period furnish to the Board if so required copies of the balance sheet, profit and loss account, statement of net worth requirement and such other documents as may be required by the Board under this regulation. Maintenance of records. 18. Subject to provisions of any other law, the registrar to an issue and share transfer agent shall preserve the books of accounts and other records and documents maintained under regulation 17 for a minimum period of eight years. Appointment of a Compliance Officer. 19. (1) Every Registrar to an Issue and Share Transfer Agent shall appoint a compliance officer who shall be responsible for monitoring the compliance of the Act, rules and regulations, notifications, guidelines, instructions etc. issued by the Board or the Central Government and for redressal of investors' grievances. (2) The compliance officer shall immediately and independently report to the Board any non- compliance observed by him. Dispute Resolution 20. All claims, differences or disputes between a Registrar to an Issue and Share Transfer Agent and its client and investor arising out of or in relation to the activities of the Registrar to an Issue and Share Transfer Agent in the securities market shall be submitted to a dispute resolution mechanism that includes mediation and/or conciliation and/or arbitration, in accordance with the procedure specified by the Board. Grievance Redressal Mechanism. 21. (1) The Registrar to an Issue and Share Transfer Agent shall redress investor grievances promptly but not later than twenty-one calendar days from the date of receipt of the grievance and in such manner as may be specified by the Board. (2) The Board may also recognize a body corporate for handling and monitoring the process of grievance redressal within such time and in such manner as may be specified. Investor Charter. 22. The Registrar to an Issue and Share Transfer Agent shall ensure compliance with the Investor Charter specified by the Board from time to time. CHAPTER IV INSTITUTIONAL MECHANISM FOR PREVENTION AND DETECTION OF FRAUD OR MARKET ABUSE Senior management oversight 23. (1) The Chief Executive Officer, Managing Director or such other equivalent person of the registrar to an issue and share transfer agent shall be responsible for establishing and maintaining adequate systems of internal control to ensure compliance with these regulations and to prevent fraud. (2) The Board of Directors or head(s) of the registrar to an issue and share transfer agent shall ensure that Chief Executive Officer, Managing Director or such other equivalent person complies with these requirements. (3) Compliance officer of registrar to an issue and share transfer agent shall monitor the internal controls and place periodic reports before the Audit Committee or an equivalent body. (4) The audit committee or equivalent body of the registrar to an issue and share transfer agent shall, at least once in each financial year, review the adequacy and effectiveness of the internal control systems and compliance with these regulations. Robust Surveillance Systems 24. The registrar to an issue and share transfer agent shall have in place robust surveillance systems and internal control procedures that are commensurate with the nature of business and the size of its operations, to detect potential fraud by promoters, employees including senior management, directors or analogous persons. Escalation and reporting mechanisms 25. The registrar to an issue and share transfer agent shall have in place a documented escalation process to ensure that instances of actual or potential fraud, misconduct, or suspicious activity are promptly reported to senior management and the Board of Directors. Whistle blower policy 26. (1) The registrar to an issue and share transfer agent shall establish, implement and maintain a documented whistle blower policy providing a confidential channel for employees and stakeholders to report suspected fraud, unethical conduct, regulatory or legal violations, or governance vulnerabilities, without fear of retaliation. (2) The policy shall include procedures for ensuring adequate protection of whistle-blowers and for fair and timely investigation of complaints (3) The complaints under this regulation against the Board of Directors including those against the Managing Director, Chief Executive Officer or equivalent, key managerial personnel, Designated Directors or Promoter shall be addressed to the Audit Committee or other equivalent body of the registrar to an issue and share transfer agent and the complaints against other employees shall be addressed to the Compliance Officer. CHAPTER V INSPECTION AND DISCIPLINARY PROCEEDINGS Board's right to inspect. 27. (1) The Board may appoint one or more persons as inspecting authority to undertake inspection of the books of accounts, records and documents of the registrar to an issue and share transfer agent for any of the purposes specified in sub- regulation (2). (2) The purposes referred to in sub-regulation (1) may be as follows: (a) to ensure that the books of accounts, records and documents are being maintained in the manner required; (b) to ensure that the provisions of the Act, rules, regulations and the provisions of the Securities Contracts (Regulation) Act, 1956, (42 of 1956) and the rules made thereunder are being complied with; (c) to investigate into complaints received from investors, other registrars to an issue and share transfer agents or any other person in the securities market on any matter having a bearing on the activities of the registrar to an issue and share transfer agent; (d) to investigate suo-moto in the interest of securities market or investors' interest into the affairs of the registrar to an issue and share transfer agent. Procedure for inspection. 28. (1) Before undertaking an inspection under regulation 27, the Board shall give a reasonable notice to the registrar to an issue and share transfer agent. (2) Notwithstanding anything contained in sub-regulation (1), where the Board is satisfied that in the interest of the investors or in public interest no such notice should be given, it may by an order in writing direct that the inspection of the affairs of the registrar to an issue and share transfer agent be taken up without such notice. (3) During the course of inspection, the registrar to an issue and share transfer agent against whom an inspection is being carried out shall be bound to discharge his obligations as provided under regulation 29. Obligations of registrar to an issue and share transfer agent on inspection by the Board. 29. (1) It shall be the duty of every director, proprietor, partner, officer and employee of the registrar to an issue and share transfer agent, who is being inspected, to produce to the inspecting authority such books, accounts and other documents in his custody or control and furnish him with the statements and information relating to the transactions in securities market within such time as the inspecting authority may require. (2) The registrar to an issue and share transfer agent shall allow the inspecting authority to have a reasonable access to the premises occupied by them or by any other person on their behalf and also extend reasonable facility for examining any books, records, documents and computer data in the possession of the registrar to an issue and share transfer agent or any other person on their behalf and also provide copies of documents or other materials which, in the opinion of the inspecting authority are relevant. (3) The inspecting authority shall, in the course of inspection, be entitled to examine or record statements of any member, director, partner, proprietor and employee of the registrar to an issue and share transfer agent. (4) It shall be the duty of every director, proprietor, partner, officer or employee of the registrar to an issue and share transfer agent to give to the inspecting authority all assistance in connection with the inspection, which the registrar to an issue and share transfer agent may be reasonably be expected to give. Submission of Report to the Board. 30. The inspecting authority shall, as soon as possible, submit an inspection report to the Board. Action on inspection or investigation report. 31. The Board or the Chairman shall after consideration of the inspection or investigation report, take such action as the Board or Chairman may deem fit and appropriate including action under Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008. Appointment of Auditor. 32. Notwithstanding anything contained above, the Board may appoint a qualified auditor to investigate into the books of account or the affairs of the registrar to an issue and share transfer agent: Provided that the auditor so appointed shall have the same powers of the inspecting authority as mentioned in regulation 27 and the obligations of the registrar to an issue and share transfer agent in regulation 29 shall be applicable to the investigation under this regulation. Explanation. - The expression "qualified auditor" shall have the same meaning as given to it under section 141 of the Companies Act, 2013 (18 of 2013). CHAPTER VI PROCEDURE FOR ACTION IN CASE OF DEFAULT Liability for action in case of default. 33. A registrar to an issue and share transfer agent who- (a) fails to comply with any conditions subject to which registration has been granted; (b) contravenes any of the provisions of the Act, rules or regulations; (c) contravenes the provisions of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the rules made thereunder; (d) contravenes the provisions of the Depositories Act, 1996 or the rules made thereunder; (e) contravenes the rules, regulations or bye-laws of the stock exchange, shall be dealt with in the manner provided under chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008. CHAPTER VII POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS Exemption from enforcement of the regulations in special cases. 34. (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets. (2) Any exemption granted by the Board under sub-regulation (1) shall be subject to the applicant satisfying such conditions as may be specified by the Board including conditions to be complied with on a continuous basis. Explanation. – For the purposes of these regulations, "regulatory sandbox" means a live testing environment where new products, processes, services, business models, etc. may be deployed on a limited set of eligible customers for a specified period of time, for furthering innovation in the securities market, subject to such conditions as may be specified by the Board. Power to relax strict enforcement of the regulations on the basis of application 35. (1) The Board may either suo moto or upon receipt of an application made in this regard, in the interest of investors and securities market and for the development and regulation of securities market, relax the strict enforcement of any requirements of these regulations, if the Board is satisfied that: (a) the requirement may cause undue hardships to investors; or (b) the requirement is procedural or technical in nature; or (c) the non-compliance is caused due to factors beyond the control of the person. (2) For seeking relaxation under sub-regulation (1), an application, detailing the grounds on which such relaxation has been sought, shall be filed with the Board along with a non-refundable fee, as specified from time to time. (3) The Board shall process such application and shall record reasons for acceptance or refusal of relaxations sought by the applicant. (4) The Board may seek recommendation from a stock exchange or clearing corporation, as it may deem fit, in order to process the application. CHAPTER VIII MISCELLANEOUS Power to remove difficulties 36. In order to remove any difficulties in the interpretation or application of the provisions of these regulations, the Board shall have the power to issue directions through guidance notes or circulars. Power to specify procedures, etc. and issue clarifications 37. For the purposes of implementation of these regulations and matters incidental thereto, the Board may specify norms, procedures, processes, manners or guidelines as specified in these regulations, by way of circulars to recognised stock exchanges and listed companies. Repeal and Savings. 38. (1) On and from the commencement of these regulations, the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 shall stand repealed. (2) Notwithstanding such repeal, anything done or any action taken or purported to have been done or taken including any observation made in respect of inspection, any enquiry or investigation commenced or show cause notice issued in respect of the said Regulations shall be deemed to have been done or taken under the corresponding provisions of these regulations. (3) After the repeal of Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993, any reference thereto in any other regulations made, guidelines or circulars issued thereunder by the Board shall be deemed to be a reference to the corresponding provisions of these regulations. SCHEDULE I FORM A [Regulation 4] APPLICATION FOR REGISTRATION AS REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENTS NAME OF THE APPLICANT NAME OF THE PRINCIPAL OFFICER AND DESIGNATION TELEPHONE NO. INSTRUCTION: 1. APPLICANT MUST SUBMIT A COMPLETED APPLICATION FORM TOGETHER WITH SUPPORTING DOCUMENTS TO THE SECURITIES AND EXCHANGE BOARD OF INDIA. 2. ALL COLUMNS OF THE APPLICATION SHOULD BE FILLED IN. IN CASE A COLUMN IS NOT RELEVANT OR NOT APPLICABLE, THIS SHOULD BE SPECIFIED. 3. INFORMATION WHICH NEEDS TO BE SUPPLIED IN MORE DETAILS MAY BE WRITTEN ON SEPARATE SHEETS WHICH SHOULD BE ATTACHED TO THE APPLICATION FORM. 4. ORIGINAL COPY OF FORM DULY SIGNED SHOULD BE SUBMITTED. PART - I GENERAL INFORMATION 1. APPLICANTS DETAILS 1.1 Name of the Applicant 1.2 Address of Applicant Pin Code _______________ Telephone No. _______________ 1.3 Address of the applicant for Correspondence: Pin Code _______________ Telephone No. _______________ 1.4 Address of Branch Offices (in India & Abroad) of the applicant, if any: (a) (b) (c) (d) 1.5 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. ORGANISATION STRUCTURE: 2.1 Objective of the organisation. (attach the extracts from relevant documents like, Partnership deed, Charter, Memorandum of Association, and Articles of Association in support of objectives 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 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 Mangers / Officers / Directors:- [Name, Qualification, Experience, Date of Appointment, Other directorship (Name & Date of Appointment), Previous positions held.] 2.6 Number of employees (General and for specific Intermediaries activity) 2.7 Name and activities of associate companies / concerns carrying out on activities of a registrar to issue and share transfer agent. Name Address/ Phone nos. Type of activity Status 2.8 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: (a) Hardware Configuration (b) Software Environment 4. BUSINESS PLAN (FOR THREE YEARS) (a) History, Major achievements and present activity (b) Projected Profitability (Next three years) (Physical targets, Modus Operandi to achieve targets, Resultant Income) 5. FINANCIAL INFORMATION 5.1 Capital structure (Rs. In lakhs) | | Current Year | Subsequent second year (estimated) | Subsequent third year (estimated) | | :------------------ | :----------: | :--------------------------------: | :-------------------------------: | | (a) Paid up Capital | | | | | (b) Free reserves (excluding revaluation reserves) | | | | | (c) Total (a) + (b) | | | | | (d) Loans (Details) | | | | 5.2 Deployment of Resources (Rs. In lakhs) | | Current Year | Subsequent second year (estimated) | Subsequent third year (estimated) | | :------------------ | :----------: | :--------------------------------: | :-------------------------------: | | (a) Fixed Assets | | | | | (b) Plant & Machinery and office equipment | | | | | (c) Investment (Details Should be given separately) | | | | | (d) Others | | | | 5.3 Net Profit for the last three financial years (Rs. In lakhs) | | First Year | Second Year | Third year | | :---------- | :--------: | :---------: | :--------: | | | | | | 5.4 Estimated profit from various sources. (Rs. In lakhs) | | Current Year | Subsequent second year (estimated) | Subsequent third year (estimated) | | :------------------ | :----------: | :--------------------------------: | :-------------------------------: | | | | | | 5.8 Please enclose three years of audited annual accounts and where unaudited reports are submitted, give reasons. 5.9 Name and Address of Principal Bankers 5.10 Name and Address of the Auditors (Internal, External & Tax auditor, if any). (As applicable) 6 OTHER INFORMATION 6.1 Details of all pending disputes: | Nature of dispute | Name of the party | Names & Places of Court / Tribunal where disputes are pending | | :---------------- | :---------------- | :------------------------------------------------------------ | | | | | 6.2 Indictment of involvement in any offence relating to moral turpitude / economic offences in the last three years. 6.3 Any significant awards or recognition, collective grievances against the services rendered by the company. 6.4 Any other information considered relevant to the nature of services rendered by the company. 6.5 Name of two references. (For applicants other than institutions & corporate bodies) Part II 7. BUSINESS INFORMATION 7.1 Describe present activities and proposed activity in case of new organisation. 7.2 Existing / proposed facilities for redressal of Investor Grievances. (Furnish number and type of complaints received, follow-up with the companies, average time taken in resolving the complaints and overall system of handling complaints.) 7.3 Enclose a copy of typical contract to be entered with the issuer. 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. EXPERIENCE 8.1 Experience in handling the activities during the last three years. (Name of the corporate body, particulars of issues handled, size of issues etc.) 8.2 Experience in other financial services (period, area, and commencement of activity). DECLARATION THIS DECLARATION MUST BE SIGNED BY PRINCIPAL OFFICER I / We hereby apply for GRANT OF CERTIFICATE OF REGISTRATION by the Board, I/ We warrant that I/We will carry out my /our duties in accordance with the Act, Rules and Regulations. I/We warrant that I/We have truthfully and fully answered the questions above and provided all the information which might reasonably be considered relevant for the purposes of my/our grant of Certificate for registration and I/We will promptly notify the Board of any changes in the information during the period that my / our registration is being considered and if my/our registration is accepted, thereafter. I/We understand that misleading or attempting to mislead the Board shall render the applicant liable to disciplinary proceedings. I/We certify that the above information and information supplied in the application form is true, complete and correct. For and on behalf of ____________________________________ (Name of Applicant) PLACE Date FORM B [Regulation 10] Certificate of Registration I. In exercise of powers conferred by sub-section (1) of section 12 of the Securities and Exchange Board of India Act, 1992, read with the rules and regulations made thereunder the Board hereby grants a certificate of registration to _________________________________________ as registrars to an issue and share transfer agent subject to the conditions in the rules and in accordance with the regulations to carry out the activities as specified therein. II. Registration Code for Registrar to an Issue and Share Transfer Agent is ______________________. III. This certificate of registration shall be valid unless it is suspended or cancelled by the Board. Date: By Order For and on behalf of Securities and Exchange Board of India SCHEDULE II [Regulation 14] Fees 1. Every registrar to an issue and share transfer agent shall pay a non-refundable fee of twenty thousand rupees along with the application for grant of certificate of registration under sub-regulation (1) of regulation 4. 2. Every registrar to an issue and share transfer agent shall pay a registration fee of six lakh rupees, within fifteen days from the date of receipt of information from the Board, at the time of grant of certificate of registration. 3. A registrar to an issue and share transfer agent who has been granted a certificate of registration, to keep its registration in force, shall pay fee of two lakhs and seventy thousand rupees, every three years from the sixth year, from the date of grant of certificate of registration. 4. (a) The fee referred to in paragraph 3 shall be paid by the registrar to an issue and share transfer agent one month before the expiry of the block for the which fee has been paid. (b) The registrars to an issue and share transfer agents registered under Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 prior to the commencement of these regulations, and carrying on the activities of registrar to an issue or share transfer agent, shall either: (i) continue carrying on the activities of a registrar to an issue or share transfer agent as permitted under Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Regulations), 1993 till the expiry of the ongoing fee block for which fee has been paid; or (ii) perform the activities of a registrar to an issue and share transfer agent as defined under regulation 2(1)(k) of these regulations by paying the differential amount of fees on pro-rata basis, after complying with all other necessary requirements and conditions under these regulations. 5. The fee specified in paragraphs 1, 2 and 3 shall be payable by the Registrar to an Issue and Share Transfer Agent by way of direct credit in the bank account through online payment using SEBI payment gateway. SCHEDULE III [Regulation 15] CODE OF CONDUCT 1. A Registrar to an Issue and Share Transfer Agent shall maintain high standards of integrity in the conduct of its business. 2. A Registrar to an Issue and Share Transfer Agent shall fulfil its obligations in a prompt, ethical and professional manner. 3. A Registrar to an Issue and Share Transfer Agent shall at all times exercise due diligence, ensure proper care and exercise independent professional judgment. 4. A Registrar to an Issue and Share Transfer Agent shall exercise adequate care, caution and due diligence before dematerialisation of securities by confirming and verifying that the securities to be dematerialized have been granted listing permission by the stock exchange/s. 5. A Registrar to an Issue and Share Transfer Agent shall always endeavor to ensure that - a. inquiries from investors are adequately dealt with; b. grievances of investors are redressed without any delay; c. confirmation of dematerialisation / rematerialisation requests and distribution of corporate benefits and allotment of securities is done within the time specified under any law . 6. A Registrar to an Issue and Share Transfer Agent shall make reasonable efforts to avoid misrepresentation and ensure that the information provided to the investors is not misleading. 7. A Registrar to an Issue and Share Transfer Agent shall not reject the dematerialisation / rematerialisation requests on flimsy grounds. Such request could be rejected only on valid and proper grounds and supported by relevant documents. 8. A Registrar to an Issue and Share Transfer Agent shall avoid conflict of interest and make adequate disclosure of its interest. 9. A Registrar to an Issue and Share Transfer Agent shall put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of its business or where any conflict of interest arises, shall take reasonable steps to resolve the same in an equitable manner. 10. A Registrar to an Issue and Share Transfer Agent shall make appropriate disclosure to the client of its possible source or potential areas of conflict of duties and interest which would impair its ability to render fair, objective and unbiased services. 11. A Registrar to an Issue and Share Transfer Agent shall not indulge in any unfair competition, which is likely to harm the interests of other Registrar to the issue and Share Transfer Agent or investors or is likely to place such other Registrar in a disadvantageous position in relation to the Registrar to issue and Share Transfer Agent while competing for or executing any assignment. 12. A Registrar to an Issue and Share Transfer Agent shall always endeavor to render the best possible advice to the clients having regard to their needs. 13. A Registrar to an Issue and Share Transfer Agent shall not divulge to other clients, press or any other person any confidential information about its clients which has come to its knowledge except with the approval / authorisation of the clients or when it is required to disclose the information under any law for the time being in force. 14. A Registrar to an Issue and Share Transfer Agent shall not discriminate amongst its clients, save and except on ethical and commercial considerations. 15. A Registrar to an Issue and Share Transfer Agent shall ensure that any change in registration status / any penal action taken by the Board or any material change in financials which may adversely affect the interests of clients / investors is promptly informed to the clients. 16. A Registrar to an Issue and Share Transfer Agent shall maintain the required level of knowledge and competency and abide by the provisions of the Act, rules, regulations, circulars and directions issued by the Board. 17. A Registrar to an Issue and Share Transfer Agent shall co-operate with the Board as and when required. 18. A Registrar to an Issue and Share Transfer Agent shall not neglect or fail or refuse to submit to the Board or other agencies with which he is registered, such books, documents, correspondence, and papers or any part thereof as may be demanded / requested from time to time. 19. A Registrar to an Issue and Share Transfer Agent shall ensure that the Board is promptly informed about any action, legal proceeding etc. initiated against it in respect of any material breach or non- compliance by it, of any law, rules, regulations, directions of the Board or of any other regulatory body. 20. A Registrar to an Issue and Share Transfer Agent shall take adequate and necessary steps to ensure that continuity in data and record keeping is maintained and that the data or records are not lost or destroyed. Further, it shall ensure that for electronic records and data, up-to-date back up is always available with it. 21. A Registrar to an Issue and Share Transfer Agent shall endeavor to resolve all the complaints against it or in respect of the activities carried out by it as quickly as possible. 22. (a) A Registrar to an Issue and Share Transfer Agent or any of its employees shall not render, directly or indirectly any investment advice about any security in the publicly accessible media, whether real-time or non-real time, unless a disclosure of its long or short position in the said security has been made, while rendering such advice. (b) In case, an employee of a Registrar to an Issue and Share Transfer Agent is rendering such advice, the Registrar to an Issue and Share Transfer Agent shall ensure that it also discloses its own interest, the interests of his dependent family members and that of the employer including their long or short position in the said security, while rendering such advice. 23. A Registrar to an Issue and Share Transfer Agent shall hand-over all the records/ data and all related documents which are in its possession in its capacity as a Registrar to an Issue and Share Transfer Agent to the respective clients, within one month from the date of termination of agreement with the respective clients or within one month from the date of expiry/cancellation of certificate of registration as Registrar to an Issue and Share Transfer Agent, whichever is earlier. 24. A Registrar to an Issue and Share Transfer Agent shall not make any exaggerated statement, whether oral or written, to the clients either about its qualifications or capability to render certain services or about its achievements in regard to services rendered to other clients. 25. A Registrar to an Issue and Share Transfer Agent shall ensure that it has satisfactory internal control procedures in place as well as adequate financial and operational capabilities which can be reasonably expected to take care of any losses arising due to theft, fraud and other dishonest acts, professional misconduct or omissions. 26. A Registrar to an Issue and Share Transfer Agent shall provide adequate freedom and powers to its compliance officer for the effective discharge of its duties. 27. A Registrar to an Issue and Share Transfer Agent shall develop its own internal code of conduct for governing its internal operations and laying down its standards of appropriate conduct for its employees and officers in carrying out its duties as a Registrar to an Issue and Share Transfer Agent and as a part of the industry. Such a code may extend to the maintenance of professional excellence and standards, integrity, confidentiality, objectivity, avoidance of conflict of interests, disclosure of shareholdings and interests etc. 28. A Registrar to an Issue and Share Transfer Agent shall ensure that good corporate policies and corporate governance are in place. 29. A Registrar to an Issue and Share Transfer Agent shall ensure that any person it employs or appoints to conduct business is fit and proper and otherwise qualified to act in the capacity so employed or appointed (including having relevant professional training or experience). 30. A Registrar to an Issue and Share Transfer Agent shall be responsible for the acts or omissions of its employees and agents in respect of the conduct of its business. 31. A Registrar to an Issue and Share Transfer Agent shall not, in respect of any dealings in securities, be party to or instrumental for - d. creation of false market; e. price rigging or manipulation; f. passing of unpublished price sensitive information in respect of securities which are listed and proposed to be listed in any stock exchange to any person or intermediary. AMIT PRADHAN, Executive Director [ADVT.-III/4/Exty./545/2025-26]