SEBI, by notification dated July 01, 2026, amended the SEBI (Buy-back of Securities) Regulations, 2018, inserting Regulation 24(i)(ea), which provides that shares or other specified securities held by promoter and promoter group including their associates (“promoter holdings”) shall remain frozen at the ISIN level from the date of passing of the resolution by the board of directors or the special resolution, as the case may be, till the closing of the offer. Two exceptions apply: tendering of shares in a buy-back through the tender offer route, and invocation of encumbrances created prior to commencement of the buy-back period.

This Circular directs Depositories to put in place an operational framework, including necessary system enhancements, and to issue operational guidelines/communiqués to facilitate implementation of Regulation 24(i)(ea). The framework shall provide for: the format of issuance of instructions by Listed Companies for freezing promoter holdings; operational modalities for implementation of the ISIN-level freeze; operational modalities for permitting tendering of shares through the tender offer route; operational modalities for permitting invocation or release of encumbrances created prior to commencement of the buy-back period, with the freeze continuing to apply on invoked/released shares; and any other operational procedures or system requirements necessary for effective implementation.

Depositories shall ensure the operational framework and system enhancements are in place before August 01, 2026. Listed Companies, Recognised Stock Exchanges, Depositories, Merchant Bankers, Registrars to an Issue, and Share Transfer Agents (RTAs) shall ensure compliance with this Circular and the operational framework issued by the Depositories. The Circular is issued in exercise of powers under Section 11(1) of the SEBI Act, 1992 read with Section 26(3) of the Depositories Act, 1996.