From ROC records to ISIN: the demat process for Indian startups

Summary

• Check the company's share records, admit each security with a depository, then coordinate holder conversion and reconcile the resulting balances.
• For a private company covered by Rule 9B, new securities are issued in demat form and the company facilitates dematerialisation of existing securities.
• CDSL's issuer admission uses an issuer or RTA application; the usual tripartite agreement is between issuer, RTA and CDSL.
• CDSL's published processing expectations start after proper documents or certificates are received; they are not an end-to-end project forecast.

For a founder coordinating the demat process, the important distinction is between admitting the company's securities to a depository and converting an individual holder's certificates. The second task depends on the first. Start with the company records, then work through admission, holder requests and reconciliation.

Confirm Rule 9B scope and the securities to admit

For a private company covered by Rule 9B, the company issues securities in dematerialised form and facilitates dematerialisation of its existing securities. Rule 9B also sets conditions for promoter, director and key managerial personnel holdings before certain offers, and for holders who intend to transfer or subscribe.

These are different conditions for different actors, so establish the company's position and the securities involved with its company secretary before applying the process to a transaction. See the official Rule 9B text.

Make a working list of the securities the company needs to admit and the holders whose certificates will need conversion. Keep the issuer task and each holder's request separate. That distinction makes it easier to locate a missing document or an unresolved request without treating every issue as an ROC filing problem.

Reconcile company records before issuer admission

Compare the company's register and certificate records with the allotments and changes recorded in its corporate filings before submitting issuer admission information.

For CDSL admission, if equity shares were issued after the last balance sheet, CDSL asks for a certified copy of the PAS-3 filed with MCA and its challan. Use the applicable items in CDSL's issuer admission FAQ to assemble the company's file.

As a practical check, identify which register, certificate and filing record supports each security proposed for admission. Put discrepancies in a separate list to resolve before the issuer information is submitted.

Apply for issuer admission and obtain the ISIN

The issuer admission task belongs to the company and its registrar and transfer agent where one is used. The holder's depository participant enters later, when that holder opens an account or submits a conversion request. Keeping those roles distinct helps the company seek the correct application instructions.

For CDSL, the usual tripartite agreement is signed by the issuer, its registrar and transfer agent, and CDSL. CDSL describes a bilateral agreement where the issuer has in-house connectivity. The CDSL issuer FAQ explains these routes.

CDSL lets an unlisted issuer or its registrar and transfer agent use its online admission system to enter issuer and security details and upload the applicable documents. Use CDSL's current checklist for the security being admitted; a capital change after the last balance sheet can call for additional MCA filing copies. Identify the security and its supporting documents first, then follow the portal's applicable route rather than relying on a fixed package copied from another application.

Issuer admission establishes the depository route for the security and its ISIN. A holder's demat account and physical-certificate request remain separate tasks after that stage. Record the admission result and the security identifier in the company's working file so the later holder requests refer to the intended security.

Help holders submit DRFs after admission

A holder can choose a depository participant and open a demat account. To convert physical certificates, the holder submits a completed DRF and the certificates to that participant. CDSL describes these stages in its DP services guidance.

CDSL says the issuer or its registrar and transfer agent confirms the request before the holder's account receives the electronic credit. This is why a submitted DRF is a request in progress, not proof that the holding has already been converted. Keep each holder's request status separate from the company's issuer admission status.

For the form and certificate handling from the holder's perspective, see the physical-certificate conversion steps. The sequence is that the security is admitted, the holder submits through a DP, and the issuer or RTA confirms the request.

Reconcile balances and maintain the records

As a company control, compare the register and issued security totals with the depository and holder records available to the company. Record and resolve differences before treating the project as complete.

Keep the issuer admission record, the security identifiers and the status of holder conversions together. If a balance differs, trace the relevant security and request before marking that holding complete. Assess what record correction, if any, is appropriate for the company's circumstances.

Plan dependencies rather than a fixed completion date

CDSL's investor charter gives a seven-day expected DP processing time for dematerialisation after proper documents are received. The investor charter describes a service expectation for that stage, not a promised date for the whole company project.

The DP expectation does not include:

• the company's records review
• issuer admission
• ISIN activation
• account opening
• correction of a rejected request.

Set a project schedule only after those dependencies are known.

Track the milestones in their actual order:

1. Complete the company record check and identify the securities for admission.
2. Submit the applicable issuer admission material and record each security's ISIN when available.
3. Coordinate each holder's account and DRF submission, then check the resulting credit and company records.

Use the date each stage actually begins and the requests still open to maintain the schedule.

FAQs

Can a holder keep some securities in physical form?

CDSL says a holder may keep part of a holding in physical form and part in demat form, but one certificate cannot be partly dematerialised. A covered private company's Rule 9B transfer and subscription conditions still matter.

What if a company's security is not admitted with a holder's depository?

The holder should ask the company to admit that security with the depository before submitting a dematerialisation request, according to CDSL's FAQ.

Do locked-in and free securities use one DRF?

No. CDSL asks for separate DRFs for free and locked-in securities. Ask the holder's DP for the relevant form and instructions.

Who should a holder contact if a DRF is delayed?

CDSL tells the holder to contact their DP about a delayed request. The holder may also inform the depository's investor grievance department.

Is a transfer deed needed merely to dematerialise a certificate?

CDSL says no transfer deed is needed merely for dematerialisation. The holder submits the DRF and physical certificate through the DP. A separate transfer is a different event.

This describes the Rule 9B framework and CDSL processes as checked in October 2026. It is general information, not advice on your company. Company classification, security type, admission route and shareholder circumstances can change the steps. Confirm the position with your company secretary before acting.

Last verified: October 2026