Indian listed companies have several distinct depository-related duties, not one all-purpose filing. The central recurring filing is the quarterly Regulation 76 audit report submitted to each concerned stock exchange. Separately, Regulation 75 requires the issuer or its agent to reconcile dematerialised-security records with all securities issued by the issuer every day. When a capital mismatch appears, the issuer must alert the depositories and stock exchanges immediately. A dematerialisation request creates another event-based process under Regulation 74(5), including a 15-day confirmation to the depository after the participant’s certificate is received.
These requirements sit alongside the broader disclosure calendar under SEBI’s Listing Obligations and Disclosure Requirements (LODR) framework. The current LODR page is marked as last amended on July 14, 2026, and SEBI’s listed-entity master circular is dated January 30, 2026. The detailed Depositories and Participants provisions discussed below are from a February 2025 Gazette consolidation. Companies should check any later amendments and the live instructions and formats of every exchange on which they are listed before filing.
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The four depository-related duties at a glance
| Requirement | Trigger or cadence | What it covers | Recipient or responsible party |
|---|---|---|---|
| Regulation 76 audit report | Quarterly | Reconciliation of issued, listed and dematerialised capital, plus specified capital, register and dematerialisation information | Concerned stock exchange or exchanges |
| Regulation 75 reconciliation | Daily operational control | Alignment of dematerialised-security records with all securities issued by the issuer | Issuer or its agent maintains the reconciliation |
| Capital-discrepancy escalation | Immediately when a difference is observed | Any difference among issued capital, listed capital and capital held by depositories in dematerialised form | Depositories and stock exchanges |
| Regulation 74(5) confirmation | Dematerialisation event; confirmation within 15 days after receipt of the participant’s certificate | Listing confirmation and actions taken on the surrendered physical certificate and issuer records | Depository and each relevant stock exchange |
| Other LODR disclosures | Periodic, financial, annual or event-based, as applicable | Broader listed-entity disclosure obligations beyond depository reconciliation | Recipients depend on the applicable LODR provision |
The quarterly report is a filing. The daily reconciliation is a control activity, and the discrepancy notice and dematerialisation confirmation are event-driven communications. Treating them as interchangeable is a common source of missed obligations.
What the quarterly Regulation 76 report must contain
Regulation 76 requires every issuer to submit an audit report each quarter to the stock exchange or exchanges concerned. Its core purpose is to reconcile three capital figures:
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- total issued capital;
- capital listed on the exchange or exchanges; and
- capital held by depositories in dematerialised form.
The report is not limited to a single closing balance. The surfaced Regulation 76 text also requires information that lets an exchange understand changes during the quarter and the status of the issuer’s dematerialisation process.
Capital changes during the quarter
Report changes in share capital that occurred during the relevant quarter. The reconciliation should therefore be prepared from a controlled movement schedule, not by copying the prior quarter’s figures and changing only the closing total. The issuer’s records should explain each issue, cancellation, conversion or other movement that affects the figures being reconciled.
In-principle approvals for further capital
The report identifies in-principle approvals obtained from all exchanges on which the issuer is listed for further issued capital. A company listed on more than one exchange must therefore check the approval position across its entire listing set rather than relying on a single exchange confirmation.
Register-of-members status
Regulation 76 also calls for the updated status of the issuer’s register of members. The company-secretarial, registrar and transfer-agent and depository records should be capable of explaining how the register status corresponds to the capital figures submitted in the report.
Dematerialisation within 21 days
The report confirms whether requests received by the issuer for dematerialisation were completed within 21 days. Where a request was not completed within that period, the report discloses the reason for the delay. This is a reporting confirmation and exception disclosure; it should not be rewritten as a promise that every investor request will always be completed in 21 days regardless of the facts of the case.
How to prepare and submit the quarterly report
The regulations establish the quarterly obligation and the information it must address, but the material available here does not establish one universal quarter-end-plus-days deadline or a single template that applies identically across all exchanges. Filing teams should obtain the current format, portal instructions and calendar from each concerned exchange.
- Identify the reporting perimeter. List every exchange on which the issuer’s relevant securities are listed and identify the depositories and any agent involved in maintaining dematerialised records.
- Freeze the quarter-end population. Establish the issued-capital, listed-capital and dematerialised-capital balances for the reporting period and retain the underlying registers and depository statements.
- Build the movement reconciliation. Map every capital change during the quarter to the corporate action, approval and listing records that support it.
- Check approvals. Confirm the in-principle approval status for further issued capital with every applicable exchange.
- Review the register of members. Reconcile the updated register status to the capital and depository data.
- Test the 21-day dematerialisation measure. Identify requests received, completion dates and every request that exceeded 21 days; document the reason for each exception.
- Complete the audit report in the current exchange format. Use the live exchange instructions rather than an old downloaded form.
- Submit to each concerned exchange and preserve evidence. Retain the filed report, acknowledgement, supporting schedules and the internal review sign-off.
Because no current, universal due date was established in the cited material, a company should not quote a generic deadline from memory. The applicable exchange instruction controls the operational filing date.
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Regulation 75 assigns the issuer or its agent the daily reconciliation of dematerialised securities records with all securities issued by the issuer. This is an ongoing control obligation. The provision surfaced here does not describe a separate daily public filing to an exchange.
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What the daily control should compare
The reconciliation should bring together the issuer’s issued-securities records and the holdings represented in dematerialised form by the depositories. A practical control file will show the date, opening and closing balances, movements processed during the day, and the person or agent who reviewed exceptions. The precise system design is for the issuer and its agent to determine, but the records must be sufficient to support the quarterly Regulation 76 report and any investigation of a mismatch.
Why daily operation matters
A quarterly report can reveal a difference after it has accumulated for weeks. Daily reconciliation is intended to identify the break close to the transaction or corporate-action event that caused it. It also gives the issuer a defensible audit trail when an investor request, listing movement or depository record does not agree with the issuer’s books.
What to do when issued, listed and dematerialised capital does not match
If a difference is observed among issued capital, listed capital and capital held by depositories in dematerialised form, the Regulation 76 text requires the issuer to bring it immediately to the attention of the depositories and stock exchanges. The company should not wait for the next quarterly report to bundle the issue into the routine filing.
- Record the date the difference was detected and the figures that disagree.
- Confirm that the difference is not a timing, data-cutoff or corporate-action posting issue.
- Notify the relevant depositories and every concerned stock exchange promptly, using their current prescribed channel.
- Open an exception record showing the suspected cause, responsible owner, corrective action and supporting documents.
- Update the daily reconciliation and the next quarterly report once the position is corrected or otherwise explained.
The immediate notification is an escalation communication. It does not replace the quarterly Regulation 76 report, and the quarterly report does not excuse a delay in escalating a known discrepancy.
Regulation 74(5): the 15-day dematerialisation confirmation
Regulation 74(5) applies when a holder surrenders a physical security certificate for dematerialisation through a participant. It is triggered by that dematerialisation event, not by the quarter-end calendar.
The required sequence
- Receive the participant’s certificate. The 15-day period runs from the issuer’s receipt of the participant’s certificate of security.
- Confirm listing within 15 days. Within that period, the issuer confirms to the depository that the securities are listed on the exchange or exchanges where the earlier securities are listed.
- Verify the submission. The issuer carries out the required verification of the certificate and the dematerialisation request.
- Mutilate and cancel the physical certificate. After due verification, the issuer immediately mutilates and cancels the certificate.
- Substitute the depository’s name in the issuer’s record. The issuer updates its record so that the depository is shown as the registered owner in place of the physical certificate holder, as required by the process.
- Send the confirmation certificate. The issuer sends a certificate confirming these actions to the depository and to each exchange where the security is listed.
The 15-day figure is a statutory process period stated in the February 2025 Gazette text. It is not a recurring quarterly deadline and should not be merged with the 21-day measure reported under Regulation 76.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How these duties fit into the wider LODR calendar
Depository compliance does not exhaust a listed company’s disclosure obligations. SEBI’s January 30, 2026 master circular groups listed-entity requirements into four broad categories:
- Periodic non-financial disclosures;
- financial disclosures;
- annual disclosures; and
- event-based disclosures.
Those categories apply according to the entity, security, event and specific LODR provision. A company should therefore maintain a separate LODR calendar covering financial results, annual information and material events, while the depository control calendar tracks Regulations 74(5), 75 and 76. A Regulation 76 filing cannot be used as a substitute for an unrelated LODR disclosure.
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SEBI’s December 31, 2002 “Secretarial Audit” circular provides a historical explanation of the reconciliation filing and states: “The issuer companies shall submit the audit report on a quarterly basis to the stock exchange/s where they are listed.” That circular remains useful context, but present-day filing decisions should be checked against the current Regulation 76 text and current exchange directions.
Governance checklist for an issuer or its compliance agent
- Ownership: assign one accountable owner for the quarterly report, one for daily reconciliation and one for Regulation 74(5) event processing, with a documented hand-off if an external agent performs the work.
- Listing map: maintain a current list of every exchange and depository recipient relevant to each security.
- Data lineage: retain the issued-capital register, listed-capital confirmation, depository data, register-of-members status and corporate-action records used in every reconciliation.
- Exception management: log all capital differences and dematerialisation requests exceeding 21 days, including cause and resolution.
- Event clock: record the exact receipt date of every participant certificate so the 15-day Regulation 74(5) period can be demonstrated.
- Evidence: preserve exchange acknowledgements, depository confirmations, certificates sent, internal reviews and corrective-action records.
- Version control: verify the current exchange template and portal instructions before each quarterly submission.
Common mistakes and how to avoid them
Calling the daily reconciliation a daily filing
Regulation 75 describes an issuer or agent control, not a daily public report in the provision surfaced here. Keep the reconciliation evidence internally and make the required quarterly or event-based communications separately.
Waiting for quarter-end to report a mismatch
The escalation duty is immediate when a difference is observed. Notify the depositories and exchanges first, then continue the investigation and reflect the position in the quarterly report as appropriate.
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Treating 21 days as an unconditional investor-service guarantee
The Regulation 76 report requires confirmation of dematerialisation within 21 days and reasons for requests not completed within that period. Track the measure and disclose exceptions accurately instead of suppressing delayed cases.
Sending every communication to the same recipient
The quarterly report goes to the concerned exchange or exchanges. The Regulation 74(5) confirmation goes to the depository and each relevant exchange. A capital discrepancy is brought to both depositories and stock exchanges. Recipient mapping should be explicit for each obligation.
Using an old exchange form or assumed deadline
Exchange portals, formats and calendars can change. Since a universal current due date was not established in the cited material, verify the live instructions for every listing before scheduling the filing.
Bottom line for compliance teams
Maintain three separate tracks: a daily Regulation 75 reconciliation, a quarterly Regulation 76 audit report to the concerned exchanges, and event-driven communications under Regulations 74(5) and the immediate discrepancy rule. Then overlay the wider periodic, financial, annual and event-based LODR calendar. That separation makes the responsible party, trigger, recipient and evidence for each disclosure clear.
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