Reg 39(2A) securities issued only in dematerialised form

• Every entity with specified securities listed on a recognised stock exchange
• An issue of securities pursuant to a scheme of arrangement, a subdivision or a consolidation
• An investor who does not hold a demat account, for whom a separate account has to be arranged

• LODR Reg 39(2A)2026-07-14
• SEBI (LODR) (Third Amendment) Regulations, 2025, which inserted Reg 39(2A) with effect from 8 September 2025, as reflected in the consolidated text2026-07-14

• Identify the holders who have no demat account before the issue.
• Arrange a separate demat account for each of those holders.
• Tell the registrar and transfer agent to credit only in dematerialised form.

1. 1Credit every security issued under the scheme, split or consolidation in dematerialised form.
2. 2Open a separate demat account for a holder who has none, and credit that account.
3. 3Tell each such holder how to claim the credited securities.

Registrar and transfer agent, with credit through the depository

No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.

• The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
• SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record