Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025

8422 GI/2025 (1) REGD. No. D. L.-33004/99 xxxGIDHxxx xxxGIDExxx EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY Securities and Exchange Board of India Mumbai, December 15, 2025 Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 Regulations to consolidate and amend the regulatory requirements relating to the registration of Registrars to an Issue and Share Transfer Agents, to make provisions therein, to define their powers and responsibilities, and to make provisions in relation to other matters. No. SEBI/LAD-NRO/RTA/2025/288.— In exercise of the powers conferred by section 11 read with section 30(1) of the Securities and Exchange Board of India Act, 1992 (15 of 1992) (SEBI Act, 1992), the Securities and Exchange Board of India hereby makes the following regulations, namely:—

No. 809] NEW DELHI, MONDAY, DECEMBER 15, 2025/ AGRAHAYANA 24, 1947 CG-MH-E-16122025-268549

2 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]

Chapter – I Preliminary Short title and commencement

1. (1) These regulations shall be called the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025. (2) These regulations 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 definitions given below shall remain valid until amended under clause (c) and (d) thereof, and the meaning of such words and phrases shall be construed accordingly:— (a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992) (SEBI Act, 1992); (b) “Functions and Duties” means the functions and duties that the Registrar to an Issue and Share Transfer Agents Regulations, 2025 may prescribe under sub-regulation (1) of regulation 2; (c) “Board” means the definition given in clause (k) of sub-section (1) of section 2 of the Act; (d) “Body Corporate” means the definition given in sub-section (11) of section 2 of the Companies Act, 2013 (18 of 2013); (e) “Certificate” means the registration certificate issued by the Board under these regulations; (f) “Change in Control”, in the case of a Body Corporate, means: (i) if its shares are listed on any recognized stock exchange, the definition of control prescribed under regulation made under clause (i) of sub-section (2) of section 11 of the Act; (ii) if its shares are not listed on any recognized stock exchange, the definition of control given in sub-section (27) of section 2 of the Companies Act, 2013 (18 of 2013); (g) “Form” means the Form given in Annexure-I; (h) “Designated Officer” means one or more persons appointed by the Board for exercising powers under Chapter-V; (i) “Issue” means the definition given for the same in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 [SEBI (Merchant Bankers) Regulations, 1992]; (j) “Principal Officer” means: (i) in relation to any Body Corporate – a partner, manager, or director; or (ii) any person in charge of, and responsible to, the management of the Body Corporate, as specified in the report (mandate) of the Board of Directors of the Body Corporate; (k) “Registrar to an Issue and Share Transfer Agent” means a Body Corporate or a department, division, or unit of such Body Corporate, appointed to perform the following functions and duties:— (i) acting as an intermediary in connection with Initial Public Offer (IPO / Initial Public Offering), Follow-on Public Offer (FPO / Further Public Offering), Open Offer, Buyback of Shares and Securities, Delisting Offer, Takeover, and any other functions and duties [as may be specified by the Board or Stock Exchanges or Depositories] in relation to an Issue or Corporate Action; (ii) acting in connection with all matters relating to maintaining records of Shareholders (Holders) to whom Shares and Securities have been issued by such Body Corporate, and all matters relating to transactions made in such Shares and Securities; (l) “Stock Exchange” means the Stock Exchange recognized under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) by the Central Government or the Board. (2) Words and expressions used but not defined in these regulations (Regulations), but defined in the Act, Companies Act, 2013, Securities Contracts (Regulation) Act, 1956 [Securities Contracts (Regulation) Act, 1956], Depositories Act, 1996 (Depositories Act, 1996), or rules or regulations made thereunder, shall have the same meaning as assigned to them in those Acts, rules, regulations, or amendments made therein, as applicable.

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 perform any function as a Registrar to an Issue and Share Transfer Agent unless they have obtained a Registration Certificate from the Board under these regulations. Application for issuance of Registration Certificate 4. (1) The application for the issuance of a Registration Certificate by the Registrar to an Issue and Share Transfer Agent shall be made in Form-K given in Annexure-I to the Board, along with the application fee specified in Para-1 of Annexure-II (which shall not be refunded). (2) Notwithstanding anything contained in sub-regulation (1), any application made by a Registrar to an Issue or Share Transfer Agent prior to the commencement of these regulations (which substantially complies with the Form-K given in Annexure-I) shall be deemed to be an application made in accordance with sub-regulation (1), and action thereon shall be taken accordingly. Application in accordance with requirements 5. While considering applications in accordance with the provisions of sub-regulation (2) of regulation 4, the application shall be accepted if it is complete in all respects and in accordance with the details given in the Form: Provided that before accepting such an application, the applicant shall be directed to rectify the deficiencies in accordance with the Board, and such rectification shall be done within thirty days from the date of receipt of such intimation from the Board: Provided further that the Board may, for sufficient cause, extend the time for rectifying such deficiencies, provided that the extension shall not exceed thirty days, as the Board may deem fit to grant to the applicant. Submission of additional documents, providing clarifications, etc. 6. (1) The Board may, while considering the application for the issuance of a Registration Certificate, direct the applicant to submit such additional documents or provide clarifications as the Board may deem necessary in relation to the functions and duties of the Registrar to an Issue and Share Transfer Agent. (2) If the Board deems it necessary, it may direct the applicant or any authorized representative to appear personally before the Board.

Consideration of Application 7. While considering the application for the issuance of a Registration Certificate, the Board shall consider all matters that it deems necessary in relation to the functions and duties of the Registrar to an Issue and Share Transfer Agent, and specifically whether: (a) the applicant is a Body Corporate; (b) the applicant has the necessary infrastructure to perform the functions and duties of a Registrar to an Issue and Share Transfer Agent properly, such as adequate premises, adequate equipment, and adequate number of employees, etc.; (c) the applicant has no prior adverse record of the functions and duties; (d) the applicant has appointed a Compliance Officer; (e) the applicant has constituted an Audit Committee or any such similar body; (f) the applicant or any person directly or indirectly associated with the applicant has not been registered by the Board under the Act; (g) the applicant complies with the requirements related to Net Worth given in Regulation 9; (h) there are no ongoing proceedings against the applicant or any person associated with the applicant in the Securities Market or any other regulatory or enforcement agency; (i) the applicant or any of its directors, partners, or Principal Officers has been convicted of any offence (including any act that is punishable whether or not it is legally valid) or any economic offence at any time; and (j) the applicant is fit and proper.

Fit and Proper Criteria 8. For the purpose of determining whether the applicant is fit and proper, the Board may consider the criteria given in Annexure-II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 [SEBI (Intermediaries) Regulations, 2008]. Requirements related to Net Worth 9. The requirement related to Net Worth [referenced in clause (g) of Regulation 7] shall be maintained at a minimum of fifty lakh rupees. Explanation.— For the purposes of this regulation, “Net Worth” means paid-up capital, reserves (free reserves), and the value of securities premium as per the books of accounts (financial statements) of the applicant at the time of submitting the application under sub-regulation (1) of Regulation 4: Provided that any Registrar to an Issue and Share Transfer Agent who was issued a Registration Certificate prior to the commencement of the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025, shall increase its Net Worth to at least the amount specified above within eighteen months from the date of commencement of these regulations.

Issuance of Registration Certificate 10. (1) Once the Board is satisfied that the applicant meets the requirements of Regulation 7, it shall inform the applicant and, after the payment of the registration fee specified in Para (2) of Annexure-II, issue the certificate in accordance with Form-Kh of Annexure-I. (2) The Registration Certificate issued under sub-regulation (1) shall remain valid until it is suspended or cancelled by the Board. (3) Any Registrar to an Issue and Share Transfer Agent who was issued a Registration Certificate 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 issued a Registration Certificate in accordance with sub-regulation (1). (4) The Registration Certificate shall be issued only upon payment of the fee specified in Regulation 14. Conditions of Registration (Registration) 11. (1) The following conditions shall also apply to the Registration Certificate issued under Regulation 10, namely:— (a) The Registrar to an Issue and Share Transfer Agent shall comply with the provisions of the Act and these regulations (Regulations); (b) The Registrar to an Issue and Share Transfer Agent shall obtain prior approval from the Board in the event of a change in control, as specified by the Board; (c) The Registrar to an Issue and Share Transfer Agent shall enter into an agreement with the Body Corporate or the person or group of persons on whose behalf or for whom the Registrar to an Issue and Share Transfer Agent is acting, which shall bind them contractually and specify what their respective duties and responsibilities are, although the Registrar to an Issue and Share Transfer Agent shall necessarily perform any act required under any other applicable contractual provisions; (d) The Registrar to an Issue and Share Transfer Agent shall pay the registration fee in the manner specified in these regulations; (e) The Net Worth of the Registrar to an Issue and Share Transfer Agent shall always remain at least equal to the validity of the Certificate, as specified in Regulation 9; (f) The Registrar to an Issue and Share Transfer Agent shall take adequate steps to resolve grievances of shareholders within twenty-one calendar days from the date of receipt of the grievance, and shall keep the Board informed about the nature of grievances received, their other details, and how they were resolved; (g) If the Board finds that any document submitted earlier or any details provided earlier are false or material in any respect, or if there is a major change in the previously submitted documents, the Registrar to an Issue and Share Transfer Agent shall immediately inform the Board in writing; (h) The Registrar to an Issue and Share Transfer Agent shall provide services to companies listed or to be listed on a recognized Stock Exchange. (2) Nothing contained in clause (b) of sub-regulation (1) shall affect the right to re-register under section 12 of the Act (wherever applicable).

Providing services to unlisted companies 12. (1) If the Registrar to an Issue and Share Transfer Agent is providing services to unlisted companies, then:— (a) services to unlisted companies shall be provided separately and kept completely separate from all other services, and these services shall be provided through a separate business unit; (b) services provided to unlisted companies shall not fall within the regulatory perimeter of the Board; and (c) each Registrar to an Issue and Share Transfer Agent shall provide a clear declaration to unlisted companies regarding this. Explanation.— Registrars to an Issue and Share Transfer Agents providing services to Mutual Funds, Asset Management Companies, Portfolio Management Services, and Alternative Investment Funds (AIFs) shall remain within the regulatory perimeter of the Board. (2) Any Registrar to an Issue and Share Transfer Agent who was already providing 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 carry out such functions through a separate business unit within eighteen months from the date of notification of these regulations.

Procedure for appeal against refusal to grant registration 13. (1) After considering the application made under Regulation 4, if the Board is of the opinion that the certificate should not be issued to the applicant, the Board may reject the application after providing a reasonable opportunity to the applicant to be heard. (2) The applicant shall be informed of the Board’s decision within thirty days from the date of such decision, along with the reasons for rejection. (3) If the applicant is dissatisfied with the decision given by the Board under sub-regulation (2), they may make an application to the Board for reconsideration of the decision within thirty days from the date of receipt of such information. (4) After receiving the application under sub-regulation (3), the Board shall reconsider its decision and inform the applicant in writing of its decision in this regard. Payment of fee and consequences of non-payment of fee 14. (1) Each applicant eligible for the issuance of a Registration Certificate shall pay the fee in the manner and within the period specified in Annexure-II: Provided that the Board may, for sufficient cause, grant permission to the Registrar to an Issue and Share Transfer Agent to pay the fee at any time before the expiry of six months from the date it becomes payable. (2) If the Registrar to an Issue and Share Transfer Agent fails to pay the fee in accordance with sub-regulation (1), the Board may suspend the Certificate, after which the Registrar to an Issue and Share Transfer Agent shall be prohibited from performing any function as a Registrar to an Issue and Share Transfer Agent.

Chapter – III Powers and Responsibilities Code of Conduct 15. Each Registrar to an Issue and Share Transfer Agent shall always comply with the Code of Conduct given in Annexure-III. Registrar to an Issue and Share Transfer Agent shall not act for its associate 16. No Registrar to an Issue and Share Transfer Agent shall act as a Registrar to an Issue and Share Transfer Agent for the issuance of Shares and Securities by any Body Corporate of which it is an associate. Explanation. For the purposes of this regulation, a Registrar to an Issue and Share Transfer Agent or a Body Corporate shall be deemed to be an associate of each other if:— (a) the Registrar to an Issue and Share Transfer Agent has, directly or indirectly, at least 10% voting rights in the Body Corporate, or the Body Corporate has at least 10% voting rights in the Registrar to an Issue and Share Transfer Agent; or (b) the directors, promoters, or key managerial personnel of the Registrar to an Issue and Share Transfer Agent are also the directors, promoters, or key managerial personnel of the Body Corporate, or the directors, promoters, or key managerial personnel of the Body Corporate are also the directors, promoters, or key managerial personnel of the Registrar to an Issue and Share Transfer Agent. Explanation.— The word “key managerial personnel” has the meaning assigned to it in sub-section (77) of section 2 of the Companies Act, 2013. Maintaining books of accounts, records, etc. properly 17. (1) The Registrar to an Issue and Share Transfer Agent shall maintain the following books of accounts and statements, namely:— (a) a copy of the Balance Sheet as on the date of the end of each accounting period; (b) a copy of the Profit and Loss Account as on the date of the end of each accounting period; (c) a copy of the Auditor’s Report in relation to the accounts of each accounting period; and (d) details of the Net Worth maintained during each half-year. (2) Each Registrar to an Issue and Share Transfer Agent performing functions related to an Issue shall also maintain the following records:— (a) all applications received from shareholders in relation to any Issue; (b) all applications from shareholders that have been accepted (including reasons for acceptance); (c) the basis on which Shares and Securities were allotted to shareholders through the Stock Exchange; (d) rules and regulations related to the purchase of Shares and Securities; (e) details of allotment of Shares and Securities; (f) the list of names of persons to whom Shares and Securities were allotted and to whom they were not allotted; (g) refund orders sent along with applications received from shareholders in relation to any Issue; and (h) such other records as the Board may direct to be kept. (3) Any Registrar to an Issue and Share Transfer Agent acting as a Transfer Agent for any Body Corporate shall maintain the following records for such Body Corporate, namely:— (a) the list of holders of Shares and Securities of such Body Corporate; (b) the names of persons transferring Shares and Securities and the names of persons to whom they were transferred, and the dates on which transfers occurred; (c) such other records as the Board may direct to be kept. (4) Each Registrar to an Issue and Share Transfer Agent shall inform the Board where its books of accounts, records, and statements are kept. (5) Each Registrar to an Issue and Share Transfer Agent shall submit copies of the Balance Sheet, Profit and Loss Account, statement of Net Worth maintained [as may be specified by the Board], and other statements specified by the Board under these regulations to the Board within six months from the date of the end of the respective accounting period, although compliance with the requirements given in sub-regulation (1) is mandatory. Keeping records 18. The Registrar to an Issue and Share Transfer Agent shall maintain books of accounts and other records and statements (referenced in Regulation 17) for a minimum period of eight years, although it shall also comply with any other legal requirements in this regard. Appointment of Compliance Officer 19. (1) Each Registrar to an Issue and Share Transfer Agent shall appoint a Compliance Officer who shall be responsible for ensuring compliance with the Act, rules, and regulations (Regulations), notifications, circulars (guidelines), details, etc. (issued by the Board or Central Government) and for resolving grievances of shareholders. (2) If the Compliance Officer comes across any matter where a provision may not have been complied with, they shall immediately and independently report it to the Board. Grievance Redressal 20. If any dispute or difference arises between the Registrar to an Issue and Share Transfer Agent and its customers and shareholders in relation to the functions performed in the Securities Market, or if any act is done in this regard, such matters shall be placed before the mechanism (including conciliation and/or mediation) established for grievance redressal in accordance with the procedure specified by the Board. Grievance Redressal Mechanism 21. (1) The Registrar to an Issue and Share Transfer Agent shall resolve grievances of shareholders promptly and within twenty-one calendar days from the date of receipt of the grievance, in the manner specified by the Board. (2) The Board may authorize any Body Corporate to resolve grievances within such time and in such manner, and to monitor the grievance redressal process, as may be specified. Shareholder Charter 22. The Registrar to an Issue and Share Transfer Agent shall ensure compliance with the Shareholder Charter issued by the Board from time to time.

Chapter-IV

Institutional mechanisms to detect and prevent fraud or misuse of the market Responsibility of Senior Management 23. (1) It shall be the responsibility of the Chief Executive Officer, Managing Director, or any other similar person of the Registrar to an Issue and Share Transfer Agent to ensure that adequate internal control mechanisms are always in place so that these regulations (Regulations) can be complied with and fraud can be curbed. (2) The Board of Directors or its Chairperson of the Registrar to an Issue and Share Transfer Agent shall ensure (shall ensure) that the Chief Executive Officer, Managing Director, or any other similar person complies with these requirements. (3) The Compliance Officer of the Registrar to an Issue and Share Transfer Agent shall monitor the internal control mechanism and submit reports to the Audit Committee or any such other body from time to time. (4) The Audit Committee or any such other body of the Registrar to an Issue and Share Transfer Agent shall review at least once every financial year whether the internal control mechanism is adequate and effective and whether these regulations (Regulations) are being complied with. Establishment of mechanism for vigilance 24. The Registrar to an Issue and Share Transfer Agent shall also have a robust mechanism for vigilance and internal control procedures adequate in light of the nature of its business and the scale of its operations, and such that it can also detect whether any of its promoters, its employees (including members of the Senior Management), or any other person associated with it is involved in any fraudulent activity or misuse of the market.