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What Is a Regulation 74(5) Certificate and Why Do Listed Companies File It?

A Regulation 74(5) certificate records an issuer’s dematerialisation checks and actions. Learn what it confirms, the 15-day trigger, and why filings may appear quarterly.
From TheFinanceBase Team3 min to read
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A Regulation 74(5) certificate is an issuer’s confirmation that it has completed specified checks and record changes when securities are dematerialised. Under the SEBI (Depositories and Participants) Regulations, 2018, the issuer has 15 days from receiving the relevant security certificate from a participant to confirm listing status, verify and cancel the paper certificate, record the depository as registered owner, and send confirmation to the depository and the relevant stock exchange or exchanges. The certificate is a compliance record—not an investor application form.

What Regulation 74(5) requires

Regulation 74(5) applies when a participant sends an issuer a certificate of security for dematerialisation. The 15-day period runs from the issuer’s receipt of that certificate. Within that period, the issuer must carry out the prescribed actions and send its confirmation to the depository and each stock exchange where the security is listed. The rule is set out in SEBI’s RTA Master Circular dated June 23, 2025.

  1. Confirm to the depository that the securities represented by the certificate are listed on the exchange or exchanges where the earlier-issued securities are listed.
  2. After due verification, immediately mutilate and cancel the physical security certificate.
  3. Substitute the depository’s name in the issuer’s records as the registered owner.
  4. Send a certificate confirming these actions to the depository and every stock exchange where the security is listed.

The regulation states that the listing condition does not apply to unlisted companies. For company-specific compliance, consult the current consolidated regulation, SEBI circulars, and relevant exchange instructions.

Why companies file the certificate

The confirmation creates a compliance trail showing that the dematerialisation process was reflected in the issuer’s records and that the paper certificate was cancelled after verification. Recording the depository as registered owner aligns the issuer’s register with securities held in dematerialised form; sending the confirmation gives the depository and exchanges evidence of the completed steps.

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A company-level example shows the route in practice: the registrar and transfer agent (RTA) provided a certificate to the company, which then transmitted it to the exchanges. The NSE archive filing by IEX dated April 13, 2026 covers the quarter ended March 31, 2026.

Is it filed quarterly?

Some exchange announcements group Regulation 74(5) confirmations by quarter, as the IEX filing does. That describes a common disclosure format; it should not be confused with the regulation’s 15-day requirement, which is triggered by the issuer’s receipt of a security certificate from a participant. Do not assume a universal quarter-end deadline from a quarterly filing example alone. Exchange-specific upload requirements may differ and should be checked with the relevant exchange.

How it relates to investor service requests

The certificate is part of issuer-side processing; it is not the form an investor uses to request a service. In its January 25, 2022 circular, SEBI directed listed companies to issue securities in dematerialised form when handling specified investor service requests. The categories include duplicate certificates; claims from an unclaimed suspense account; renewal or exchange; endorsement; subdivision or splitting; consolidation; transmission; and transposition.

If you are an investor making one of these requests, SEBI’s January 2026 FAQ directs you to the listed company’s RTA, or to its in-house share department if it maintains one. The issuer or its RTA can explain the company-specific process and required documents.

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What to check in a company announcement

When reviewing a Regulation 74(5) filing, check the period it covers and whether it identifies the issuer and RTA. Look for confirmation of listing status, cancellation of the physical certificates, substitution of the depository as registered owner, and the date and recipients of the submission. A quarterly heading alone does not establish the statutory trigger date for an individual dematerialisation request.

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