The National Securities Depository Limited (NSDL), on April 7, 2026, has issued guidelines for incorporation of lock-in / marking ‘non-transferability’ / freezing of securities issued before IPO in line with amendments notified by Securities and Exchange Board of India (SEBI) under ICDR Regulations, 2026.
Key Highlights:
As per amended ICDR provisions, where lock-in cannot be technically created, depositories must mark such securities as “non-transferable” for the lock-in period.
NSDL system has been enhanced to:
Allow marking of securities as non-transferable
Enable freezing of securities, including those already under pledge/freeze status
This facility applies to pre-IPO securities held in demat form.
The mechanism will operate based on instructions from the issuer.
Operational Aspects:
The facility is in addition to existing corporate action mechanisms for lock-in under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Detailed procedures are provided in Annexure-B of the circular.
Applicable charges are available on the NSDL website.
Impact:
Ensures regulatory compliance with lock-in requirements for pre-IPO shareholders.
Prevents transfer of restricted securities, thereby enhancing investor protection and market integrity.
[Circular No. NSDL/CIR/II/19/2026]
