SEBI Update - Operationalisation 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

SEBI has issued a circular dated 21 July 2026 operationalising Regulation 24(i)(ea) of the SEBI (Buy-back of Securities) Regulations, 2018, pursuant to the amendment notified on 1 July 2026. The circular mandates that holdings of promoters, promoter group and their associates shall remain frozen at the ISIN level from the date of the board resolution or shareholders’ special resolution approving a buy-back until the closure of the buy-back offer, while permitting tendering of securities in buy-backs undertaken through the tender offer route and invocation of pre-existing encumbrances. Depositories have been directed to establish the necessary operational framework and system enhancements, including procedures for freezing promoter holdings, facilitating tendering and handling invocation/release of encumbrances, by 1st August 2026. Listed companies, stock exchanges, depositories, merchant bankers and RTAs are required to ensure compliance with the circular, which has come into effect immediately.