NSDL operationalizes freezing of holdings of promoter and promoter group including their associates (promoter holdings) at the ISIN level under SEBI (Buy-back of Securities) Regulations

National Securities Depository Limited (NSDL) has now issued circular “Operationalization of freezing of holdings of promoter and promoter group including their associates (promoter holdings) at the ISIN level under Regulation 24(i)(ea) of the SEBI (Buy-back of Securities) Regulations, 2018”.

Key Highlights:

1. Operational Guidelines for marking ISIN level freeze in the demat accounts of promoter/promoter group and their associates –  

a. Issuer / R&T Agent shall submit the specimen form (enclosed herewith as Annexure-Aa) on their letterhead and duly authorized by MD or CS.

b. The Request Letter shall be accompanied by the copy of draft offer document / offer document. Issuers shall ensure that the documents shall be submitted to NSDL at the latest by T-1 day (T is date of passing resolution by Board of Directors or the special resolution). Post receipt of the relevant documents, NSDL shall confirm to the Issuer the marking of the ISIN level freeze for the said securities, to the Issuer.

c. In case the promoter and promoter group including their associates willing to tender their shares or other specified securities in buy-back undertaken through the tender offer route, Issuer shall inform NSDL to remove the ISIN level freeze applied in the demat account allowing promoter and promoter group including their associates to tender their shares or other specified securities in buy-back undertaken through the tender offer route. It should be noted that the shares or other specified securities proposed to be tendered under buy-back shall be free from any incumbrances.

d. Upon completion of the procedure mentioned above, Issuer shall once again request NSDL through Annexure-Aa to mark ISIN level freeze in the demat accounts of promoter and promoter group including their associates for the applicable freezing period.

2. Operational Guidelines for marking ‘Non-Transferability / Lock-in’ on securities of promoter/promoter group and their associates which are in Pledged status –

a. For the specified securities in respect of the promoters/promoter group and their associates held under pledged status, Issuers shall in addition to the Annexure-Aa, send a request to NSDL to mark such pledged securities as ‘non-transferable / Lock-in’ in NSDL system for duration of the applicable ISIN freeze period by submitting duly filled and signed Request Letter for marking securities “Non-Transferable / Lock-in” format (enclosed as Annexure-Ab).

b. The Request Letter shall be accompanied by the copy of draft offer document / offer document. Issuers shall ensure that the documents shall be submitted to NSDL at the latest by T-1 day (T is date of passing resolution by Board of Directors or the special resolution). Upon receipt of the instruction from the Issuer, NSDL will mark such pledged securities as ‘non-transferable / Lock-in’ in NSDL depository system for duration of the applicable lock-in period and will provide confirmation to the Issuer.

c. Issuers shall also pay relevant applicable fees to NSDL as applicable.

d. Subsequent to the closure / invocation of the pledge before expiry of the specified freezing period, the securities will be automatically locked in in the demat account of Pledgor / Pledgee as the case may be for the remaining period as required under the Buyback amendment 2026 Regulations.

Source: NSDL