Full Text
REGD. No. D. L.-33004/99
The Gazette of India
CG-MH-E-06072026-274199
EXTRAORDINARY
PART III—Section 4
PUBLISHED BY AUTHORITY
No. 424] | NEW DELHI, WEDNESDAY, JULY 1, 2026/ASHADHA 10, 1948
4954 GI/2026
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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.SEBI/LAD-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;
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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";
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(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
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| 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:.-
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Sr. No. | Activity / Responsibility (Presently | Relevant Regulation(s) | Assigned to
(1) | Carried Out By Merchant Banker) | (3) | (Where no
| (2) | | Merchant Banker
| | | is appointed)
| | | (4)
1. | Filing of letter of Offer and Public | 8(i)(a), 16(iv)(a), 22A, | Company
| Announcement along with Fees in | 25(iv), 25(v), 25(vii) and |
| accordance with the terms of the Regulations | Schedule V |
| and ensuring that their contents are true, fair | |
| and adequate. | |
2. | Certifying that the buy-back offer is | 8(i)(aa) and 25(vi) | Secretarial Auditor
| complying with regulations and Due | |
| diligence certification | |
3. | Oversight and operation of escrow accounts | 9(xi)(c)(ii), 9(xi)(d), | Statutory Auditor
| including bank guarantees, cash deposits, | 9(xi)(e), 9(xi)(f), 9(xi)(g), |
| approved securities, invocation rights and | 20(ii)(b), 20(ii)(c), 20(iii), |
| release of escrow account and forfeiture- | 20(iv)(a), 20(iv)(b), |
| related directions by SEBI. | 20(viii), 25(ii), 25(ix) |
4. | Certification relating to adequacy of sell | 20(viii)(a) and 20(viii)(b) | Stock Exchanges
| orders and VWAP of shares or other | |
| specified securities | |
5. | Presence during extinguishment/destruction | 21(iii) | Compliance officer
| of securities in case of buy-back through | |
| open market | |
6. | Certification/verification of compliance with | 11(iii)(a) | Compliance officer
| extinguishment of securities | |
7. | Submission of final report | 25(x) | Company
8. | Ensuring availability of funds and firm | Explanation to Regulation | Company
| financial arrangements for implementation | 9(xi)(c)(ii), 25(i) and |
| of the buy-back | 25(iii) |
9. | Compliance with relevant provisions of | 25(viii) | Company
| Companies Act, 2013 | |
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.
Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi-110064
and Published by the Controller of Publications, Delhi-110054. SARVESH KUMAR
SRIVASTAVA
Digitally signed by SARVESH
006.07.06 23:21
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