The Securities and Exchange Board of India has proposed amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to clarify the timeline for transferring unclaimed amounts related to listed non-convertible securities to the Investor Education and Protection Fund (IEPF) or Investor Protection and Education Fund (IPEF). The review addresses an inconsistency between Regulation 61A of the LODR Regulations and Section 125 of the Companies Act, 2013 read with the IEPF Rules, 2016. While the Companies Act mandates transfer of unclaimed debentures and accrued interest only after seven years from maturity, the existing LODR wording appeared to require transfer merely based on the passage of seven years in escrow, regardless of maturity. The proposed amendment aligns Regulation 61A(3) with statutory provisions by clarifying that unclaimed and unpaid amounts will be transferred only after seven years from the maturity date of the non-convertible securities. The proposal received unanimous support in public consultation and aims to standardise compliance, improve investor servicing, and reduce premature transfers to IEPF/IPEF. Also Read: Minutes of SEBI Board Meeting Dated: 17th December 2025
Securities and Exchange Board of India
Review of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Clarification regarding the timeline for transfer of unclaimed amount by an entity having listed non-convertible securities
1. Objective:
1.1. This Board Memorandum proposes amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’), to provide clarity on the timeline for transfer of unclaimed amounts by an entity having listed non-convertible securities1, to the Investor Education and Protection Fund (IEPF), constituted in terms of section 125 of the Companies Act, 2013 (‘Companies Act’)/ Investor Protection and Education Fund (IPEF), constituted by the Board in terms of section 11 of Securities and Exchange Board of India Act, 1992 (‘SEBI Act’).
2. Background:
2.1. Section 125 of the Companies Act, inter-alia, provides for the list of amounts (including matured debentures and the interest accrued thereon) to be credited to the IEPF, if they remain unclaimed for seven years. Further, rule 3(3) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), clarifies that the unclaimed interest shall be transferred to IEPF along with the transfer of the matured amount of such debentures. Hence, section 125 of the Companies Act, read with rule 3(3) of the IEPF Rules, specifies that the unclaimed interest should be transferred to IEPF, only after completion of seven years from the date of maturity of the unclaimed debenture.
2.2. Regulation 61A of the LODR Regulations, inter-alia, provides that any amount unclaimed for thirty days shall be transferred to an escrow account within seven days from the date of expiry of thirty days. Further, the amount transferred to the escrow account that remains unclaimed for seven years shall be transferred to the IEPF/ IPEF, as the case maybe.
3. Need for review:
3.1. The extract of the relevant provisions of the Companies Act and the LODR Regulations pertaining to handling of unclaimed amounts are given below:
| Provisions of the Companies Act and the IEPF Rules | Provisions of the LODR Regulations |
| Section 125(2) of the Companies Act, inter-alia, provides the following:
“(2) There shall be credited to the Fund — ….. (j) matured debentures with companies; (k) interest accrued on the amounts referred to in clauses (h) to (j); ….. Provided that no such amount referred to in clauses (h) to (j) shall form part of the Fund unless such amount has remained unclaimed and unpaid for a period of seven years from the date it became due for payment. ……” Rule 3(3) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), provides the following: “3. Fund.- ………… (2) There shall be credited to the Fund, the following amounts. namely:- (a) all amounts payable as mentioned in clause (a) to (n) of sub-section (2) of section 125 of the Act; (b) all shares in accordance with sub-section (6) of section 124 of the Act; …………….. (3) In case of term deposits and debentures of companies, due unpaid or unclaimed interest shall be transferred to the Fund along with the transfer of the matured amount of such term deposits and debentures.” |
Regulation 61A of the LODR Regulations, inter-alia, provides the following:
“…………. 2) Where the interest/ dividend/ redemption amount has not been claimed within thirty days from the due date of interest/ dividend / redemption payment, a listed entity shall within seven days from the date of expiry of the said period of thirty days, transfer the amount to an escrow account to be opened by the listed entity in any scheduled bank: ………………. (3) Any amount transferred to the escrow account that remains unclaimed for seven years shall be transferred to the ‘Investor Education and Protection Fund’ constituted in terms of section 125 of the Companies Act, 2013: Provided that for listed entities which do not fall within the definition of “company” under the Companies Act, 2013 and the Rules made thereunder, any amount in the escrow account that remains unclaimed for seven years shall be transferred to the Investor Protection and Education Fund created by the Board in terms of section 11 of the Act: ……..” |
3.2. As can be seen from the above table, though regulation 61A of the LODR Regulations refers to Section 125 of the Companies Act, it does not expressly contemplate the maturity of the underlying debenture as a precondition to transfer the unclaimed interest amount to IEPF/ IPEF, as the case may be. Therefore, it appears to indicate that if the interest held in escrow account remains unclaimed for seven years, it needs to be transferred to IEPF/ IPEF, as the case may be, irrespective of whether the debenture has matured or not. Hence, this requirement does not appear to be consistent with the requirement under section 125(2) of the Companies Act, read with rule 3(3) of IEPF Rules.
3.3. Therefore, there is a need to align the provisions of regulation 61A of the LODR Regulations with the provisions of section 125(2) of the Companies Act read with rule 3(3) of IEPF Rules. This would ensure that the unclaimed amount is transferred in a single go to IEPF, upon maturity, as specified in rule 3(3) of the IEPF Rules. The same would be applicable for amounts being transferred to IPEF as well.
4. Public consultation:
4.1. SEBI issued a consultation paper titled, “Consultation paper for review of LODR Regulations – Clarification regarding the timeline for transfer of unclaimed amount by entity having listed non-convertible securities”, on October 24, 2025. The last date of receiving public comments was November 14, 2025. A copy of the consultation paper is enclosed as Annex – A.
4.2. A total of 5 comments were received in the consultation process, from stock exchange, law firm, listed entities and intermediary, and are enclosed at Annex – B. All comments were in favor of the proposal, as given below:
| Proposal No. | Proposal description | No. of people/ entities agreeing to the proposal (Strongly Agree + Agree + Partially Agree) |
No. of people/ entities disagreeing to the proposal (Strongly Disagree + Disagree) |
| 1 | Whether modifications in Regulation 61A(3) of the LODR Regulations, as suggested at paragraph 2.4.2. of the consultation paper is appropriate and adequate? | 5 | 0 |
4.3. A summary of the comments received is given below:
4.3.1. The proposal would help bring standardization across all entities having non-convertible securities in terms of dealing with unclaimed amounts and facilitate ease of doing business as the entities shall have to transfer the amounts remaining unclaimed only once after completion of 7 years from maturity. The proposal shall also facilitate better investor servicing.
4.3.2. The proposal will help the investors to have longer time frame for claiming the unclaimed and unpaid amount from the Company. The procedure for retrieving the unpaid amount from IEPF is onerous and time consuming. So it will enable the investor to claim the unpaid amount from the company and so the proposed amendment is aligned with the spirit of investor service.
5. Comments of Corporate Bonds & Securitization Advisory Committee (CoBoSAC):
The proposal was placed for consideration of the members of CoBoSAC vide email dated October 8, 2025. The CoBoSAC members confirmed their agreement with the proposal.
6. Proposed amendments to the LODR Regulations:
6.1. In order to align the provisions of the LODR Regulations regarding handling of unclaimed amounts and bring it in conformity with the Companies Act and the Rules made thereunder, it is proposed to substitute the extant regulation 61A(3) of the LODR Regulations, as given below:
| Extant regulation 61A(3) | Proposed regulation 61A(3) |
| (3) Any amount transferred to the escrow account that remains unclaimed for seven years shall be transferred to the ‘Investor Education and Protection Fund’ constituted in terms of section 125 of the Companies Act, 2013:
Provided that for listed entities which do not fall within the definition of “company” under the Companies Act, 2013 and the Rules made thereunder, any amount in the escrow account that remains unclaimed for seven years shall be transferred to the Investor Protection and Education Fund created by the Board in terms of section 11 of the Act: Provided further that the amount transferred to the Investor Protection and Education fund shall not bear any interest. |
(3) Any The amount transferred to the escrow account that remains unclaimed and unpaid Provided that for listed entities which do not fall within the definition of “company” under the Companies Act, 2013 and the Rules made thereunder, any the amount in the escrow account that remains unclaimed and unpaid for a period of seven years from the maturity date of the non-convertible securities, shall be transferred to the Investor Protection and Education Fund created by the Board in terms of section 11 of the Act: Provided further that the amount transferred to the Investor Protection and Education fund shall not bear any interest.” |
Note: Additions highlighted in bold and strike off for words proposed to be removed.
7. Proposal to the Board:
7.1. The Board is requested to:
7.1.1. consider and approve the proposal as detailed in paragraph 6 above and the consequent draft amendment notification to the LODR Regulations enclosed as Annex – C; and
7.1.2. authorize the Chairman to make consequential and incidental changes and take necessary steps to give effect to the decisions of the Board.
Annex – A
Consultation paper dated October 24, 2025:
https://www.sebi.gov.in/reports-and-statistics/reports/oct-2025/consultation-paper-for-review-of-lodr-regulations-clarification-regarding-the-timeline-for-transfer-of-unclaimed-amount-by-entity-having-listed-non-convertible-securities-97448.html
Annex – B
Summary of public comments on the consultation paper:
Proposal 1 –
| Comment | Rationale | CoBoSAC comments | SEBI comments |
| This change will bring an ease to the business and shall also be beneficial for the investors as they can directly approach the entity, up to 7 years from maturity of the debt, to claim refund of their money, than having to approach IPEF/ IEPF. | This amendment would help bring standardization across all entities having non-convertible securities in terms of dealing with unclaimed amounts and facilitate ease of doing business as the entities shall have to transfer the amounts remaining unclaimed only once after completion of 7 years from maturity. |
We concur with the proposal of aligning the provisions of LODR Regulations to bring it in conformity with the Companies Act and the Rules made thereunder. | Agree |
| The proposal is strongly agreed as it will help the investors to have to have longer time frame for claiming the unclaimed and unpaid amount from the Company. The procedure for retrieving the unpaid amount from IEPF is onerous and time consuming. So it will enable the investor to claim the unpaid amount from the company and so the proposed amendment is aligned with the spirit of investor service. In addition this will of course lead to standardization in transfer of unclaimed amount and facilitate the ease of doing business for issuer. | Better Investor servicing and ease of doing business. | – | Agree |
Note: The remaining 3 responses were in agreement with the proposal without any specific comments.
Annex – C
Draft notification for amendments to the LODR Regulations:
Amendment shall be notified after following the due process
1 In terms of Regulation 2(1)(x) of the SEBI (Issue and Listing of Non-Convertible Securities) regulations, 2021 (NCS Regulations), “non–convertible securities” means debt securities, non-convertible redeemable preference shares, perpetual non-cumulative preference shares, perpetual debt instruments and any other securities as specified by the Board;
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