ISIN requirement and PAS 6 filing

[Nishtha Jain]

A Pvt. Ltd company which was a small company until 31st March,2025, became a non small company in May 2025 by increasing its paid up capital. It has not yet obtained ISIN because of 18 months window available as per Rule 9B of Prospectus and allotment rules. So is such a company required to file PAS 6 for the half year ending Sep, 2025? As PAS 6 cannot be filed without ISIN, would this constitute as non-compliance?

[Ryan Vaz]

Applicable Law / Rules

1. Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014 – Mandatory dematerialisation of securities for certain companies.

2. Form PAS-6 – Reconciliation of Share Capital Audit Report (half-yearly).

3. Section 2(85) of the Companies Act, 2013 – Definition of Small Company.

4. MCA General Circulars / FAQs on Rule 9B (2023–2024) – Clarifications on applicability and timelines.

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Short Practical Answer

No, the company is not required to file PAS-6 for the half-year ending 30 September 2025, and non-filing in this case does not constitute non-compliance.

AI Summary

ISIN requirement for a company becoming non-small does not mandate PAS-6 filing for Sep 2025 half-year.
The obligation to obtain an ISIN and to dematerialise securities under Rule 9B is subject to a transition window; Form PAS-6 presumes an ISIN for reporting where dematerialisation is mandatory. If a company that became non-small in May 2025 remains within the Rule 9B transition period and lacks an ISIN, PAS-6 cannot be completed and non-filing for the half-year ending 30 September 2025 does not constitute non-compliance while the transition timeline applies.