The Securities and Exchange Board of India (SEBI), on July 21, 2026, issued a circular operationalising Regulation 24(i)(ea) of the SEBI (Buy-back of Securities) Regulations, 2018, which mandates the freezing of promoter and promoter group holdings, including their associates, at the ISIN level from the date of approval of a buy-back until the closure of the offer. The framework permits tendering of securities in buy-backs through the tender offer route and invocation of encumbrances created before the commencement of the buy-back period.
The circular directs Depositories to establish the required operational framework and system enhancements covering the format for freezing instructions, implementation of ISIN-level freeze, procedures for tendering securities in buy-back offers, handling invocation or release of pre-existing encumbrances, and other operational requirements necessary for effective implementation of the amended Buy-back Regulations.
Depositories are required to implement the operational framework and complete the necessary system enhancements before August 1, 2026. Listed Companies, Stock Exchanges, Depositories, Merchant Bankers, Registrars to an Issue and Share Transfer Agents (RTAs) are required to ensure compliance with the circular, which comes into force with immediate effect.
[Circular No. HO/49/14/13(11)2026-CFD-POD1/I/16864/2026]
