SEBI mandates ISIN Level Freeze of Promoter Holdings in Buy-Backs through Operationalisation Circular dated 21.07.26
This circular has been issued under SEBI’s general powers provided in Section 11(1) of the SEBI Act,1992 along with Section 26 (3) of the Depositories Act,1996.
The SEBI circular dated 01 July,2026 had inserted a new rule through Regulation 24(i) (ea) in the SEBI (Buy back of Securities) Regulations, 2018 which states that shares and other specified securities held by promoter or promoter group including their associates, shall remain frozen at the ISIN level from the date of Board resolution. The freeze continues until the buy-back offer closes. This freeze, however has two exceptions- (a) tendering of shares in a tender offer buy-back (b) invocation of pre-existing encumbrances.
The 21 July Circular only operationalises the freeze rule by asking the Depositories to:
- Prescribe standard format for issuing instructions by listed companies for freezing of promoter holdings
- Establish a mechanism for implementation of the ISIN level freeze on promoter holdings
- Ensure that the tendering of shares occur in a buy-back through the tender offer route
- Permit invocation of existing pledge or release of an existing pledge- if the pledge is invoked or released, the shares remain frozen
- Prescribe any other processes or procedures required to give effect to the regulation
The Depositories have to ensure that the operational framework and system enhancements are ready by 01 August, 2026.