Ease of doing business - mechanism for lock-in of pledged shares under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
SEBI circular HO/49/(17)2026-CFD-POD2/I/8965/2026 · 08 Apr 2026
SEBI circular HO/49/(17)2026-CFD-POD2/I/8965/2026 · 08 Apr 2026
Summary
Check the official recordSEBI has introduced a mechanism to facilitate the lock-in of pledged shares under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Following an amendment on March 21, 2026, specified securities that cannot be locked-in through traditional means may now be recorded as “non-transferable” by Depositories for the duration of the lock-in period. Issuers are required to incorporate relevant provisions into their Articles of Association, notify lenders or pledgees, and provide appropriate disclosures in offer documents. Stock Exchanges, Depositories, Merchant Bankers, and issuers must ensure compliance with this operational framework to protect investor interests and regulate the securities market.
What you must do
Key dates
Who is affected
HO/49/(17)2026-CFD-POD2/I/8965/2026
April 8, 2026
To, All recognised Stock Exchanges All Depositories All registered Merchant Bankers
Madam / Sir,
Subject: Ease of doing business - mechanism for lock-in of pledged shares under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
SEBI vide notification dated March 21, 2026 has amended the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), to inter-alia, provide that specified securities on which lock-in cannot be created, may be recorded as “non-transferable” by Depositories for the duration of the applicable lock-in period.
To operationalise this, the Depositories have issued the framework to be followed by issuers including, inter-alia, incorporation of suitable provisions in the Articles of Association, issuance of necessary intimations to the concerned lenders / pledgees, and suitable disclosures in the offer documents.
The Depositories have made necessary changes to their systems and processes.
Accordingly, Stock Exchanges, Depositories, Merchant Bankers and issuers shall ensure compliance with the mechanism for lock-in of pledged shares.
This Circular is issued in exercise of powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992 and Section 26(3) of the Depositories Act, 1996 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.
This Circular is available at www.sebi.gov.in under the link “Legal→Circulars”.
Yours faithfully,
Raj Kumar Das Deputy General Manager Corporation Finance Department Policy and Development-2 +91-22-26449253 rajkd@sebi.gov.in