SEBI, vide notification dated March 21, 2026, has amended the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 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 operationalize this, the Depositories have issued a 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 making suitable disclosures in the offer documents. The Depositories have also made necessary changes to their systems and processes. Accordingly, Stock Exchanges, Depositories, Merchant Bankers, and issuers shall ensure compliance with the prescribed mechanism for lock-in of pledged shares.
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