India’s leading depository services provider, National Securities Depository Limited (NSDL), is on its way to a public listing. As part of the pre-IPO regulatory measures, NSDL has restricted off-market transfers of its unlisted shares from July 18, 2025.
This move directly impacts pre-IPO investors and high-net-worth individuals (HNIs) who hold NSDL Unlisted shares.
What Is Happening With NSDL Pre-IPO Shares?
According to recent updates, NSDL has frozen off-market transactions in its pre-IPO equity shares, effective July 18, 2025. This restriction will remain in place until six months after the company’s IPO listing.
This essentially means:
- Shareholders cannot buy or sell NSDL shares in the unlisted/off-market space.
- All existing trades must be settled before the cutoff date.
Why Has NSDL Imposed This Lock-In?
SEBI mandates a 6-month lock-in for unlisted shares transferred just before IPO, and NSDL’s lock-in aligns with these rules. By suspending off-market share transfers ahead of time, NSDL is proactively aligning itself with regulatory requirements.
The main reason for this lock-in is to protect public market investors and avoid price manipulation before the stock is listed on exchanges. The move ensures that:
- No speculative trades happen that could affect listing sentiment.
- The supply of shares is controlled during the initial months of listing, supporting price stability
Official Communication: NSDL Freezes ISIN to Enforce Lock-In
In an official communication to shareholders, NSDL confirmed that all pre-IPO equity shares must be unencumbered and free from any pledge. The company stated, “The equity shares of the Company are required to be unencumbered and free from being pledged. The entire pre-IPO equity share capital… shall be locked-in for six months from the date of allotment or such other period as may be prescribed.”
To implement this lock-in, NSDL has instructed both depositories — NSDL and CDSL — to freeze the International Securities Identification Number (ISIN) of its equity shares, effective July 18 (Friday). This ISIN freeze suspends all off-market transactions of NSDL’s unlisted shares until the IPO listing date.
Additionally, NSDL urged shareholders not to pledge their holdings during this period, emphasising the importance of cooperation in maintaining regulatory compliance and ensuring a smooth IPO process.
How Does It Affect Existing Shareholders?
NSDL’s pre-IPO shares have been actively traded in the unlisted market, with many investors acquiring them in anticipation of listing gains. This new restriction impacts several investor categories like HNIs, unlisted share brokers, and SOP holders
These investors must now hold their shares until at least six months post-listing, regardless of price movement or market conditions.
NSDL IPO Details
NSDL holds a dominant 86% share in the total value of demat assets, with its services extending to over 99% of pin codes across India. It is expected to be one of the most significant IPOs in the financial infrastructure space.
Key IPO facts:
- IPO size: ₹4,011.60 crores
- Price band: ₹760 to ₹800 per share
- Objective: Offer for sale by existing shareholders. There is no fresh issue component.
Final Thoughts
The freeze on NSDL pre-IPO share transfers from July 18 is a significant development in the run-up to its IPO. It reflects a broader trend of tightening pre-IPO regulations to ensure market stability and protect retail investors.
While it may limit flexibility for early investors in the short term, it is ultimately a step toward building trust and transparency in the Indian capital markets.
