SEBI issues circular regarding mechanism for lock-in of pledged shares under SEBI (ICDR) Regulations, 2018

The Securities and Exchange Board of India (“SEBI”) through its Notification dated March 21, 2026 has amended the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018  (“ICDR Regulations”) providing that specified  securities on which lock-in cannot be created, may be recorded as “non-transferable” by the Depositories for the duration of the applicable lock-in period. In order to operationalise this Depositories have issued the framework to be followed by issuers. Accordingly, SEBI has issued circular mandating Issuers to comply with the mechanism as introduced by Depositories.

Key points are as follows:

1. The Depositories have issued the framework to be followed by Issuers for;
   • Incorporating suitable provisions in the Articles of Association,
   • issuing necessary intimations to the concerned lenders/pledgees, and
   • making appropriate disclosures in the offer documents.

2. Issuers are mandated to ensure compliance with the mechanism for lock-in of pledged shares.

 Source: SEBI