SEBI directs Depositories to operationalise the amendment related to freezing of shares or specified securities at ISIN level

The Securities and Exchange Board of India (“SEBI”) has issued a circular directing the depositories to operationalise the SEBI (BUY-BACK OF SECURITIES) (AMENDMENT) REGULATIONS, 2026 dated 01.07.2026, related to freezing of shares or other specified securities at ISIN level. It has directed depositories to 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) of Buy-back Regulations on or before August 01, 2026.

Key Highlights:

1. Listed Companies and Registrars to an Issue and Share Transfer Agents (RTAs), are directed to ensure compliance with this Circular and the operational framework issued that is to be issued by the Depositories.
2. The operational framework will, 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 or other specified securities in a buy-back undertaken through the tender offer route.
   • Operational modalities for permitting invocation or release of encumbrances created prior to the commencement of buy-back period and freeze to continue to apply on invoked/released shares or other specified securities.
   • Any other operational procedures or system requirements necessary for effective implementation of Regulation 24(i)(ea) of Buy-back Regulations. 
3. The Depositories must ensure that the operational framework and the necessary system enhancements are put in place before August 01, 2026 

Source: SEBI