SEBI notified the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2026, effective August 1, 2026. The amendments provide that open-market buy-backs through stock exchanges must be less than 15% of a company’s paid-up capital and free reserves, based on both standalone and consolidated financial statements, and prohibit buy-backs resulting in breach of minimum public shareholding requirements. Public announcements must be made within two working days of the relevant resolution or postal ballot result, with electronic intimation to shareholders within one working day. Open-market buy-back offers must open within four working days of the public announcement and close within 66 working days from opening. Promoter and promoter-group securities covered by the buy-back must generally remain frozen at ISIN level during the specified period. The amendments also make engagement of a merchant banker discretionary and allocate specified responsibilities to the company, secretarial auditor, statutory auditor, stock exchanges and compliance officer where none is appointed.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 1st July, 2026
SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) (AMENDMENT)
REGULATIONS, 2026
No.SEBULAD-NRO/GN/2026/306.— In exercise of the powers conferred by sections 11 (1) and (2) and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section 68(2)(f) of the Companies Act, 2013 (18 of 2013), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, namely:-
1. These regulations may be called the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2026.
2. They shall come into force on August 1, 2026.
3. In the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, –
I. in regulation 4, –
(i) in sub-regulation (iv), in clause (b), –
a. in sub-clause (i), after the symbol “,”, the word “and” shall be inserted;
b. in sub-clause (ii), –
i. before the words “stock exchange”, the word “the” shall be inserted;
ii. the symbol “;” appearing after the words “stock exchange”, shall be substituted with the symbol “:”;
c. in the second proviso, after the word, symbol and numerals “April 1, 2025”, the words, symbol and numerals “till July 31, 2026” shall be inserted;
d. after the second proviso, the following third proviso shall be inserted, namely, –
“Provided further that with effect from August 1, 2026, the buy-back from the open market through the stock exchange shall be less than fifteen per cent of the paid up capital and free reserves of the company, based on both standalone and consolidated financial statements of the company.”
(ii) sub-regulation (vii) shall be substituted with the following sub-regulation, –
“(vii) A company shall not make any offer of buy-back within such period as may be prescribed under the Companies Act, 2013, from the date of closure of the preceding offer of buy-back, if any.”
(iii) after sub-regulation (x), the following sub-regulation shall be inserted, namely, –
“(xi) A company shall not propose any offer of buy-back of shares or other specified securities that results in the breach of the minimum public shareholding requirements prescribed under the Securities Contracts (Regulation) Rules, 1957 or specified under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.”.
II. in regulation 8(i), –
i. after the word “shall”, the symbol “,” shall be inserted;
ii. in clause (a), after the word “containing”, the word “the” shall be inserted;
iii. in clause (aa), after the word “information”, the word “as” shall be inserted.
III. in regulation 9(xi), –
(i) in clause (c), –
a. the word “appropriate” shall be omitted;
b. in the Explanation, after the word “making”, the word “the” shall be inserted;
(ii) in clause (d), after the word “payment”, the word “of’ shall be inserted;
(iii) in clause (e), –
a. after the word “such”, the word “a” shall be inserted;
b. after the word “be”, the word “made” shall be inserted;
c. the word “until” appearing in two places therein shall be substituted with the word “till”;
d. after the word “obligations”, the words “as required” shall be inserted;
e. in the Explanation, –
i. the word “until” shall be substituted with the word “till”;
ii. after the word “obligations”, the word “specified” shall be inserted;
(iv) in clause (f), –
a. after the word “such” and before the word “escrow”, the word “an” shall be inserted;
b. the words “if there is” shall be substituted with the words “in case of’;
c. the word “on” shall be substituted with the words “upon the”;
(v) in clause (g), –
a. the word “these” shall be substituted with the words “such securities”;
b. after the word “till”, the word “the” shall be inserted;
c. after the word “all”, the word “the” shall be inserted;
d. after the word “obligations”, the word “specified” shall be inserted.
IV. in regulation 11, –
i. in sub-regulation (i), after the words “bought back”, the symbol “,” shall be inserted;
ii. in sub-regulation (iii), the word “and” appearing after the word and symbol “above,” shall be substituted with the words “that is”.
V. in regulation 16, –
i. in the marginal head, after the word “through”, the word “the” shall be inserted;
ii. the Explanation to sub-regulation (i) shall be omitted;
iii. in sub-regulation (iv), –
a. after the words “timelines of’, the word “the” shall be inserted;
b. in clause (a), after the words “pertaining to”, the word “the” shall be inserted;
c. clause (b) shall be substituted with the following clause, –
“(b) The public announcement shall be made within two working days from the date of passing of the resolution by the board of directors or the date of declaration of results of the postal ballot for special resolution, as the case may be, and shall contain the disclosures as specified in Schedule IV;”;
d. after clause (b), the following clause shall be inserted, namely, –
“(ba) The company shall, within one working day from the date of public announcement, send an intimation through electronic mode regarding the open market buy-back offer to those persons who were its shareholders as on the date of making the public announcement;
e. in clause (cb), the word “placed” shall be substituted with the word “hosted”.
VI. In regulation 17, –
i. sub-regulation (i) shall be omitted;
ii. in the proviso to sub-regulation (ii), after the word, numerals and symbol “March 31, 2025”, the word, numerals and symbol “till July 31, 2026” shall be inserted;
iii. after the sub-regulation (ii), the following sub-regulation shall be inserted, namely,-
”(iii) With effect from August 1, 2026, the buy-back offer shall open
within four working days from the date of the public announcement and close within sixty-six working days from the date of opening of the offer.”
VII. in Regulation 20, –
(i) in sub-regulation (ii), –
a. the word “may” shall be substituted with the word “shall”;
b. the word “appropriate” shall be substituted with the word “the”;
(ii) in sub-regulation (iii), the word “as” shall be substituted with the word “that”;
(iii) in sub-regulation (iv), –
a. the word “as” shall be substituted with the word “that”;
b. clause (a) shall be substituted with the following clause, –
“a) such bank guarantee shall be in favour of the merchant banker and be kept valid for a period of thirty working days after the expiry of the buyback period of the offer or after the completion of all obligations specified under these regulations, whichever is later.”;
c. clause (b) shall be substituted with the following clause, –
“b) the bank guarantee shall be returned by the merchant banker only after completion of all obligations under the regulations.”;
(iv) in sub-regulation (viii), –
a. in clause (a), the word “was” shall be substituted with the word “is”;
b. in clause (b), the word “were” shall be substituted with the word “are”.
VIII. in regulation 21(iii), –
i. the word “so” appearing after the word “certificate” shall be omitted;
ii. the word “the” appearing after the word “during”, shall be substituted with the word “a”.
IX. in regulation 22A, –
i. in sub-regulation (i), the words “which has been” shall be substituted with the word “duly”;
ii. after sub-regulation (iv), the following sub-regulation shall be inserted, namely, –
“(v) The company shall, within one working day from the date of public announcement, send an intimation through electronic mode regarding the open market buy-back offer to those persons who were its shareholders as on the date of making the public announcement.”
X. in regulation 24, –
i. in the marginal head, the word “procedure” shall be substituted with the word “procedures”;
ii. in sub-regulation (i), after the clause (e), the following clause shall be inserted, namely, –
“ea) i. the shares or other specified securities held by the promoter(s) and promoter group including their associates, for which buy-back is undertaken, shall remain frozen at the International Securities Identification Number (ISIN) level during the period 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.
ii. in case of buy-back through tender offer, such freeze shall not apply for the limited purpose of tendering shares or other specified securities in the buy-back offer.
iii. transfer of shares or other specified securities pursuant to invocation of encumbrances created prior to the commencement of buy-back period on such shares or other specified securities, may be allowed subject to the freeze on such shares or other specified securities continuing to apply pursuant to invocation of encumbrances, and also subject to the conditions as may be specified by the Board.
iv. the company shall provide necessary instructions to the depositories for giving effect to such freezing of shares or other specified securities.”
XI. after the existing regulation 24, following regulation shall be inserted, namely, –
“Option to company for not engaging merchant banker:
24A. (1) Notwithstanding anything contained in these regulations, the requirement of engaging a merchant banker will be discretionary on part of the company undertaking buy-back of shares or other specified securities under these regulations.
(2) In case the company dispenses with the appointment of merchant banker, the company shall ensure that the following persons mentioned in column 4 of table below undertake the obligations which are otherwise required to be undertaken by the merchant banker:.—
| Sr. No. (1) |
Activity / Responsibility (Presently Carried Out By Merchant Banker) (2) | Relevant Regulation(s) (3) | Assigned to (Where no Merchant Banker is appointed) (4) |
| 1. | Filing of letter of Offer and Public Announcement along with Fees in accordance with the terms of the Regulations and ensuring that their contents are true, fair and adequate. | 8(i)(a), 16(iv)(a), 22A, 25(iv), 25(v), 25(vii) and Schedule V | Company |
| 2. | Certifying that the buy-back offer is complying with regulations and Due diligence certification | 8(i)(aa) and 25(vi) | Secretarial Auditor |
| 3. | Oversight and operation of escrow accounts including bank guarantees, cash deposits, approved securities, invocation rights and release of escrow account and forfeiture- related directions by SEBI. | 9(xi)(c)(ii), 9(xi)(d), 9(xi)(e), 9(xi)(f), 9(xi)(g), 20(ii)(b), 20(ii)(c), 20(iii), 20(iv)(a), 20(iv)(b), 20(viii), 25(ii), 25(ix) | Statutory Auditor |
| 4. | Certification relating to adequacy of sell orders and VWAP of shares or other specified securities | 20(viii)(a) and 20(viii)(b) | Stock Exchanges |
| 5. | Presence during extinguishment/destruction of securities in case of buy-back through open market | 21(iii) | Compliance officer |
| 6. | Certification/verification of compliance with extinguishment of securities | 11(iii)(a) | Compliance officer |
| 7. | Submission of fmal report | 25(x) | Company |
| 8. | Ensuring availability of funds and firm fmancial arrangements for implementation of the buy-back | Explanation to Regulation 9(xi)(c)(ii), 25(i) and 25(iii) | Company |
| 9. | Compliance with relevant provisions of Companies Act, 2013 | 25(viii) | Company |
XII. In Schedule V, the words, numerals and symbols 8(i)(c),” and “and 22(iv)” shall be omitted.
AMIT PRADHAN, Executive Director
[ADVT.-III/4/Exty./193/2026-27]
Note:
The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 was published in the Gazette of India on September 11, 2018, vide notification No. SEBI/LAD-NRO/GN/2018/32, and was last amended on November 20, 2024 by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 vide notification No. SEBI/LAD-NRO/GN/2024/210.
