CIRCULAR
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
1. 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.
2. 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.
3. The Depositories have made necessary changes to their systems and processes.
4. Accordingly, Stock Exchanges, Depositories, Merchant Bankers and issuers shall ensure
compliance with the mechanism for lock-in of pledged shares.
5. 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.
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6. 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
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