Authored by Anish V
The Securities and Exchange Board of India (“SEBI”), vide its circular dated 24 December 2025 (HO/38/13/11(3)2025-MIRSD-POD/I/1102/2025) (“Circular”), has undertaken a further review of the requirements for issuance of duplicate securities certificates. The Circular is aimed at enhancing ease of doing investment, simplifying processes, and facilitating quicker resolution of investor rights, particularly in cases involving loss or misplacement of physical securities certificates.
The Circular revises the existing framework prescribed under the Master Circular for Registrars to an Issue and Share Transfer Agents (“RTAs”) dated 23 June 2025 (“Master Circular”).
Background and Regulatory Context
Under the earlier framework, SEBI had prescribed thresholds, documentation requirements, and procedural safeguards for issuance of duplicate securities certificates. While these measures sought to prevent misuse, investors represented that the process could be further simplified, particularly for investors holding securities of relatively lower value.
With a view to making the process more efficient, standardised, and investor-friendly, SEBI has reviewed the thresholds and documentation requirements applicable to issuance of duplicate securities, in a move of ease of doing business for investors.
Key Changes under the Circular
1. Enhancement of Threshold for Simplified Documentation
SEBI has increased the threshold for availing simplified documentation for issuance of duplicate securities from ₹5,00,000/- (Rupees Five Lakhs Only) to ₹10,00,000/- (Rupees Ten Lakhs Only). This enhancement expands the category of investors who can benefit from a streamlined process.
2. Standardisation and Rationalisation of Documentation
To further simplify the process, SEBI has introduced the following measures:
Standardised Affidavit-cum-Indemnity Bond
A standardised Affidavit-cum-Indemnity bond has been prescribed in Annexure-A to the Circular, bringing uniformity in documentation across listed companies and RTAs.
Securities up to ₹10,000/-
For securities having a value of up to ₹10,000/-, the security holder is required to submit only an undertaking on plain paper, as per the prescribed format.
Notably, notarisation has been completely dispensed for the purpose of this undertaking.
Securities up to ₹10 Lakhs
Where the value of securities does not exceed ₹10 Lakhs for the issue of duplicate shares, the claimant will be required to submit the Affidavit-cum-Indemnity bond on non-judicial stamp paper of appropriate value, as per the Stamp Act of the relevant State. The stamp duty shall be the higher of the duty applicable to an affidavit or an indemnity bond.
Securities exceeding ₹10 Lakhs
For securities having a value of more than ₹10 Lakhs, the claimant will be required to additionally submit:
1. A copy of FIR / e-FIR / police complaint / court injunction order / copy of plaint;
2. Containing specific details of the securities, including folio number, certificate numbers, and distinctive number range.
In such cases, the listed company is also required to issue a newspaper advertisement regarding loss of securities in a widely circulated newspaper in the region of its registered office, on a weekly basis and may consequently charge a minimal fee from the investor towards the cost of such advertisement.
Processing Timelines and Applicability
The processing timeline for issuance of duplicate securities certificates shall commence from the later of:
1. the date of submission of complete documentation by the investor; or
2. the date of issuance of the newspaper advertisement by the listed company.
The Circular is said to be effective immediately and is also applicable to ongoing requests for issuance of duplicate securities. However, where documents have already been submitted under the earlier framework, listed companies and RTAs are restricted from insisting on re-submission in the new formats.
Regulatory Amendments
To operationalise these changes, Para 22.1.1 to 22.1.4 of the Master Circular stand substituted with the revised provisions as set out in the Circular. SEBI has also clarified that issuance of duplicate securities would necessarily be in dematerialised form, thereby contributing to increased dematerialisation across the market.
