Private company dematerialisation

Document applicability and the relevant year

Assess whether the private company falls within Rule 9B, including small-company status and applicable exclusions or special provisions. Keep the audited financial statements and ownership facts supporting the conclusion. Do not equate Udyam status with the small-company definition under company law.

The 2025 amendment provided a 30 June 2025 compliance date for the specified non-small-company cohort assessed at 31 March 2023, excluding producer companies from that particular extension. It is a historical cohort-specific provision, not a universal current deadline for every private company. Calculate the date for the company’s own facts under the current rules.

Map the securities and holders

Prepare a class-wise schedule of issued securities, holders, quantities and existing certificates or depository records. Reconcile it with the register of members, allotment filings and capital accounts before starting the conversion work.

Identify name mismatches, missing certificates, pending transfers and unresolved ownership disputes. These issues should have a documented resolution path; they should not be hidden by using a clean spreadsheet that differs from the underlying records.

Set up the issuer arrangements

• Confirm depository and registrar arrangements appropriate to the securities.
• Obtain the required issuer approvals and onboarding documents.
• Arrange identification of each relevant security class through the applicable ISIN process.
• Confirm fees, continuing obligations and operational contacts.
• Agree the procedure for holder requests and corporate actions.
• Keep executed agreements and activation evidence with the company records.

Coordinate holder readiness

Explain the process to holders and collect the details required through the authorised channel. Holders may need suitable demat accounts and resolution of identity or name differences before their requests can be processed.

Track each request from submission through confirmation. For example, a certificate held under an earlier name may need supporting name-change evidence before the depository participant and issuer records can be reconciled. Do not mark that holding converted merely because the company has obtained an ISIN.

Review transaction prerequisites

Before an issue, transfer, buyback or other relevant action, assess the dematerialisation conditions that apply to the company and the relevant holders. Build those steps into the transaction timetable rather than discovering them at signing.

Keep the company-law approval and securities-processing steps distinct. Dematerialisation does not itself approve a share issue, establish the investment route or remove contractual restrictions on a transfer.

Maintain reconciliation and reporting

Reconcile physical and dematerialised holdings, issued capital and depository balances. Investigate differences using transaction and corporate-action records. Assess the applicable PAS-6 and other continuing requirements under the current rules and form instructions.

Retain reports, certifications, filing acknowledgements and unresolved reconciliation items by period. A completed initial conversion project does not eliminate the need to maintain accurate ongoing securities records.

Prepare the implementation file

Bring the articles, capital history, registers, certificates, audited statements and proposed transactions together. Add existing registrar or depository correspondence and any pending holder requests.

Kosha.Services can help organise the applicability assessment and coordination checklist. Assign separate owners to company onboarding, holder follow-up, reconciliation and filings so each stage has clear completion evidence.