SEBI issues Buy-Back of Securities (Amendment) Regulations, 2026

The Securities and Exchange Board of India (SEBI) has amended the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, through the SEBI (Buy-Back of Securities) (Amendment) Regulations, 2026. The amendment regulations are effective from August 1, 2026

Key Amendments:

1. Buy-back from the open market through the stock exchange shall not be allowed with effect till July 31, 2026.
2. W.e.f. 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.
3. 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.
4. 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.
5. The public announcement of Buy-Back through Stock Exchange must 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.
6. 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.
7. A new provision for options to company for not engaging merchant bankers have been inserted in the amendment.
8. With effect from August 1, 2026, the buy-back offer must 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.
9. the shares or other specified securities held by the promoter(s) and promoter groups 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
10. 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

Source: Securities and Exchange Board of India