Description

SEBI opens a one-year special window from February 05, 2026 to February 04, 2027 for transfer and dematerialisation of physical securities sold/purchased prior to April 01, 2019.

Summary

SEBI has opened a special one-year window from February 05, 2026 to February 04, 2027 for transfer and dematerialisation of physical securities that were sold/purchased prior to April 01, 2019. This window facilitates investors in getting rightful access to their securities and includes transfer requests that were previously rejected or not attended to. Transferred securities must be credited in demat mode only and will be under a one-year lock-in period.

Key Points

  • Special window open for one year: February 05, 2026 to February 04, 2027
  • Applicable to physical securities sold/purchased before April 01, 2019
  • Covers fresh lodgements and previously rejected/returned transfer requests
  • Transfer deed must be executed prior to April 01, 2019
  • Original security certificate must be available
  • Transferred securities mandatorily credited in demat mode only
  • One-year lock-in period from date of transfer registration
  • No transfer, lien-marking, or pledging allowed during lock-in period
  • Disputes between transferor and transferee not covered under this window
  • IEPF transferred securities not eligible

Regulatory Changes

This circular builds upon the previous circular dated July 02, 2025 which opened a special window for re-lodgement of transfer deeds. The current window expands the scope to include both transfer and dematerialisation of physical securities with specific eligibility criteria based on execution date of transfer deed and prior lodgement status.

Compliance Requirements

For Transferees/Investors:

  • Submit original security certificate(s)
  • Provide transfer deed executed prior to April 01, 2019
  • Submit proof of purchase (as available)
  • Provide KYC documents as per ISR forms
  • Submit latest Client Master List (CML) not older than 2 months, attested by Depository Participant
  • Execute Undertaking cum Indemnity as per Annexure-A format

For Listed Companies/RTAs/Depositories:

Identity Verification:

  • Mandatorily verify PAN, identity proof, and address proof of transferee(s) and transferor(s)
  • In case of name mismatch in PAN vs transfer deed, accept additional documents (Officially Valid Document or gazette notification for name change)

Signature Verification:

  • Follow procedures laid down in Para (B) of Schedule VII of SEBI LODR Regulations, 2015 for signature differences or non-availability

Non-delivery/Non-cooperation Cases:

  • Handle cases where objection memo is not delivered to transferor
  • Process cases involving non-cooperation, inability, or non-traceability of transferor
  • Manage situations where required documents are unavailable

Important Dates

  • January 30, 2026: Circular issued date
  • February 05, 2026: Special window opens
  • February 04, 2027: Special window closes
  • April 01, 2019: Cut-off date for execution of transfer deed and purchase/sale of securities
  • One year from transfer registration: Lock-in period for transferred securities

Impact Assessment

Investor Impact:

  • Provides relief to investors holding physical securities purchased before April 2019
  • Enables rightful access to securities that may have been stuck in transfer process
  • Facilitates conversion to demat format for better security and tradability (post lock-in)
  • Requires comprehensive documentation and compliance with KYC norms

Market Infrastructure Impact:

  • RTAs and listed companies must establish processes to handle special window requests
  • Depositories need to coordinate with RTAs for demat credit post-transfer
  • Additional workload for verification of old documents and signatures
  • Strengthens transition from physical to demat mode

Limitations:

  • Does not cover dispute cases between transferor and transferee
  • IEPF transferred securities excluded
  • One-year lock-in may impact immediate liquidity needs
  • Requires availability of original certificates and old documentation

Impact Justification

High importance as it provides a critical one-year window for investors holding physical securities purchased before April 2019 to transfer and dematerialize them, addressing investor rights and ease of investment. High impact on RTAs, listed companies, investors with physical certificates, and the overall market infrastructure.