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A Regulation 74(5) certificate is an issuer’s confirmation that required steps have been completed when securities are processed for dematerialisation. Under the SEBI (Depositories and Participants) Regulations, 2018, the issuer confirms listing status where applicable, verifies and cancels the physical certificate, records the depository as registered owner, and sends confirmation to the depository and relevant stock exchanges. The regulation sets a 15-day period from the issuer’s receipt of the security certificate from the participant.
What does Regulation 74(5) require?
Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 sets out issuer actions after it receives a certificate of security from a participant for dematerialisation. SEBI’s RTA Master Circular dated June 23, 2025 reproduces the relevant requirement.
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- Within 15 days of receiving the certificate from the participant, confirm to the depository that the securities represented by it are listed on the exchange or exchanges where the previously issued securities are listed.
- After due verification, immediately mutilate and cancel the physical security certificate.
- Substitute the depository’s name in the issuer’s records as the registered owner.
- Send a certificate confirming these actions to the depository and every stock exchange on which the security is listed.
The regulation states that the listing condition does not apply to unlisted companies. The steps and timing above describe the rule as reproduced in SEBI’s June 2025 circular; issuers should check the current consolidated regulation and applicable exchange instructions for company-specific compliance.
Why does a listed company file the certificate?
The confirmation gives the depository and exchanges evidence of how the dematerialisation processing was completed. Once the paper certificate has been verified and cancelled, the issuer’s records identify the depository as registered owner, aligning those records with the electronic holding.
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A company-level example is the Indian Energy Exchange filing for the quarter ended March 31, 2026. It illustrates a common disclosure format: the RTA provides a certificate to the company, which then submits it to the exchanges.
Is it a quarterly filing?
Quarterly exchange announcements are visible in practice, including the IEX filing for the quarter ended March 31, 2026. But the statutory period in Regulation 74(5) is triggered by the issuer’s receipt of a security certificate from a participant: it specifies 15 days for the prescribed steps. A quarterly filing example does not, by itself, establish a universal quarter-end deadline separate from that trigger. Follow the relevant exchange’s current issuer instructions for the required filing format and schedule.
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How does it relate to investor service requests?
The certificate concerns issuer-side processing; it is not an investor application form. SEBI’s January 25, 2022 circular directed listed companies to issue securities only in dematerialised form when processing the listed investor service requests it covers. These include duplicate certificates; claims from an unclaimed suspense account; renewal or exchange; endorsement; subdivision or splitting; consolidation; transmission; and transposition.
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For an investor making a service request, SEBI’s January 2026 FAQ directs them to the listed company’s registrar and transfer agent (RTA), or to its in-house share department if it has one.
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What should you look for in a company announcement?
When reading a particular Regulation 74(5) announcement, check what period or dematerialisation requests it covers, whether it identifies the issuer and RTA, what actions it certifies, and when and to whom it was submitted. Exchange-specific upload requirements may vary, so the announcement alone may not establish the issuer’s full filing schedule.
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