Operationalisation of ISIN-Level Freeze on Promoter Holdings in Buy-backs, July 21, 2026

SEBI has operationalised the requirement to freeze the holdings of promoters, promoter groups and their associates at the ISIN level under Regulation 24(i)(ea) of the SEBI (Buy-back of Securities) Regulations, 2018. The requirement follows the amendment to the Buy-back Regulations notified on July 1, 2026.

The promoter holdings are required to remain frozen from the date of approval of the buy-back by the Board of Directors or shareholders, as applicable, until closure of the buy-back offer. The framework permits the tendering of securities in buy-backs undertaken through the tender-offer route and allows invocation of encumbrances created before commencement of the buy-back period, subject to the prescribed conditions.

The Depositories have been designated to develop and operationalise the framework. The operational framework covers the format for freezing instructions issued by listed companies, procedures for implementing the ISIN-level freeze, mechanisms for permitting tendering during the buy-back process and procedures for invocation or release of pre-existing encumbrances while maintaining the required freeze.

Key takeaway: Listed companies undertaking buy-backs will need to coordinate closely with Depositories, RTAs and other intermediaries to ensure timely implementation of the ISIN-level freeze and the permitted exceptions.

Last Updated on 21 August, 2026