Operationalisation of freezing of holdings of promoter and promoter group including their associates at the ISIN level under Regulation 24(i)(ea) of the SEBI (Buy-back of Securities) Regulations, 2018

HO/49/14/13(11)2026-CFD-POD1/I/16864/2026 · 2026-07-21 · SEBI Corporation Finance Department

Summary

This circular operationalizes the freezing of promoter holdings at the ISIN level under Regulation 24(i)(ea) of the SEBI Buy-back Regulations. It mandates depositories to establish an operational framework and system enhancements by August 1, 2026. All relevant market intermediaries are required to comply with this circular and the resulting operational guidelines.

Text

shares or other specified securities held by promoter and promoter group including their associates shall remain frozen at the ISIN level from the date of passing of the resolution... till the closing of the offer, while permitting tendering of shares... and invocation of encumbrances created prior to the commencement of buy-back period

The Depositories shall put in place an operational framework, including the necessary system enhancements, and issue the necessary operational guidelines/communiqués to facilitate implementation of Regulation 24(i)(ea)

The operational framework shall, inter alia, provide for: Format of issuance of instructions by Listed companies for freezing of promoter holdings; Operational modalities for implementation of the ISIN-level freeze on the promoter holdings; Operational modalities for permitting tendering of shares...; Operational modalities for permitting invocation or release of encumbrances...

The Depositories shall ensure that the operational framework and the necessary system enhancements are put in place before August 01, 2026

Listed Companies, Recognised Stock Exchanges, Depositories, Merchant Bankers, Registrars to an Issue and Share Transfer Agents (RTAs), shall ensure compliance with this Circular and the operational framework issued by the Depositories

This Circular shall come into force with immediate effect from date of issuance of this circular

This Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Section 26(3) of the Depositories Act, 1996

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Source: SecMarx — Operationalisation of freezing of holdings of promoter and promoter group including their associates at the ISIN level under Regulation 24(i)(ea) of the SEBI (Buy-back of Securities) Regulations, 2018. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.