Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2026

4954 GI/2026 (1)
REGD. No. D. L.-33004/99 xxxGIDHxxx xxxGIDExxx EXTRAORDINARY
PART III—Section 4
PUBLISHED BY AUTHORITY
Securities and Exchange Board of India
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:-

These regulations may be called the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2026.

No. 424] NEW DELHI, WEDNESDAY, JULY 1, 2026/ASHADHA 10, 1948 s 1947

CG-MH-E-06072026-274199

They shall come into force on August 1, 2026.
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”;

2 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]

(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

[भाग III—खण् ड 4] भारत का रािपत्र : असाधारण 3

the date on which all the liabilities under these regulations are discharged (whichever is later);”;
c. clause (b) shall be substituted with the following clause, -
“b) the bank guarantee shall not be returned by the merchant banker till all the liabilities specified in these regulations are discharged;”; (iv) in sub-regulation (viii), - a. in clause (a), the word “remaining” shall be substituted with the word “remaining”; b. in clause (b), the words “not placed” shall be substituted with the words “are placed”.

VIII. in regulation 21(iii), -
(i) the words and symbols “the company which has bought back the securities in that month, the merchant banker” shall be substituted with the words “the company shall, till the fifteenth day of the next month following the month in which the buy-back of such shares or other securities is made, the merchant banker”; (ii) the words and symbols “and in the presence of the Company Secretary Auditor, it shall make the payment:” shall be substituted with the words “and in the presence of the Company Secretary Auditor, it shall cause the payment to be made:”.

IX. in regulation 22A, -
(i) in sub-regulation (i), after the words “summary of resolution”, the word “duly” shall be omitted; (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 words “Obligations of the company in respect of the entire process of buy-back through” shall be substituted with the words “Liabilities of the company in respect of the entire buy-back processes”; (ii) in sub-regulation (i), after clause (d), the following clause shall be inserted, namely, - “(da) i. The freeze shall remain in effect on such shares or other specified securities held by the promoter(s) [including their associates] which are being bought back, from the date of passing of the resolution by the board of directors or the date of passing of the special resolution, as the case may be, till the date of closure of the offer, in respect of the ISIN (International Securities Identification Number) of such shares or other specified securities.
ii. If the buy-back is being made through a tender offer, no such freeze shall be imposed on the shares or other specified securities under the buy-back offer.
iii. If an encumbrance is already in place on such shares or other specified securities and such encumbrance has also been enforced prior to the expiry of the buy-back period, the transfer of such shares or other specified securities shall be permitted, but such shares or other specified securities shall continue to remain frozen, provided that the conditions specified by the Board in this regard are complied with.
iv. The company shall give necessary intimation to the depositories for freezing such shares or other specified securities.”

XI. after the existing regulation 24, the following regulation shall be inserted, namely, -
“Option for the company to avail services of Merchant Banker:
24A. (1) Notwithstanding anything contained in these regulations, the company shall decide whether it avails the services of a merchant banker for buy-back of shares or other specified securities under these regulations. (2) If the company does not avail the services of a merchant banker, the company shall ensure that the following responsibilities of the merchant banker mentioned in column 4 of the table below are discharged:

Sr. No.	Responsibilities to be performed/discharged by the Merchant Banker	Relevant Regulation	Responsibilities to be discharged by
(1)	(2)	(3)	(4)
1. Filing the Letter of Offer and making the public announcement (also paying the fee), and ensuring that the disclosures therein are correct and complete.	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 made in accordance with the provisions of these regulations and issuing a Due Diligence Certificate certifying that due diligence has been exercised.	8(i)(aa) and 25(vi)	Company Secretary Auditor
3. Maintaining and operating the Escrow Accounts, which include - Bank Guarantee, Cash Deposit, Approved Shares (Approved Securities), Right to withdraw money from Escrow Accounts, etc., and complying with the directions issued by SEBI.	9(xi)(e)(ii), 9(xi)(f), 9(xi)(g), 9(xi)(h), 9(xi)(i), 20(ii)(b), 20(ii)(c), 20(iii), 20(iv)(a), 20(iv)(b), 20(viii), 25(ii), 25(ix)	Statutory Auditor
4. Certifying that the requisite number of tenders have been received and the TWA (Time Weighted Average) price of the shares or other specified securities is correct.	20(viii)(a) and 20(viii)(b)	Stock Exchange
5. To be present while making payments to shareholders in case of buy-back through open market.	21(iii)	Compliance Officer
6. Certifying/Confirming that the shares or other specified securities have been paid.	11(iii)(a)	Compliance Officer

4 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]

Sr. No.	Responsibilities to be performed/discharged by the Merchant Banker	Relevant Regulation	Responsibilities to be discharged by
(1)	(2)	(3)	(4)
7. Filing the Final Report.	25(x)	Company
8. Ensuring that there is no shortfall in the funds for buy-back and that adequate arrangements have been made for the same.	Explanation to clause (e)(ii) of regulation 9(xi), 25(i) and 25(iii)	Company
9. Compliance with the relevant provisions of the Companies Act, 2013 by the company.	25(viii)	Company
”

XII. in Schedule-V, the numerals, symbol and letters “8(i)(c),” and the words, numerals and symbol “and 22(iv)” shall be omitted.

Chairman, Regulatory Board
[Note-III/4/Extra./193/2026-27]

Note:
The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (Notification No. SEBI/LAD-NRO/GN/2018/32) were published in the Gazette of India on 11th September, 2018, and were last amended by the Securities and Exchange Board of India (Buy-Back of Securities) (Second Amendment) Regulations, 2024 (Notification No. SEBI/LAD-NRO/GN/2024/210) on 20th December, 2024.

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:-

These regulations may be called the Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2026.
They shall come into force on August 1, 2026.
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;

[भाग III—खण् ड 4] भारत का रािपत्र : असाधारण 9

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.”.

10 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]

[भाग III—खण् ड 4] भारत का रािपत्र : असाधारण 11

Sr. No.	Responsibilities to be performed/discharged by the Merchant Banker	Relevant Regulation	Responsibilities to be discharged by
(1)	(2)	(3)	(4)
1. Filing the Letter of Offer and making the public announcement (also paying the fee), and ensuring that the disclosures therein are correct and complete.	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 made in accordance with the provisions of these regulations and issuing a Due Diligence Certificate certifying that due diligence has been exercised.	8(i)(aa) and 25(vi)	Company Secretary Auditor
3. Maintaining and operating the Escrow Accounts, which include - Bank Guarantee, Cash Deposit, Approved Shares (Approved Securities), Right to withdraw money from Escrow Accounts, etc., and complying with the directions issued by SEBI.	9(xi)(e)(ii), 9(xi)(f), 9(xi)(g), 9(xi)(h), 9(xi)(i), 20(ii)(b), 20(ii)(c), 20(iii), 20(iv)(a), 20(iv)(b), 20(viii), 25(ii), 25(ix)	Statutory Auditor
4. Certifying that the requisite number of tenders have been received and the TWA (Time Weighted Average) price of the shares or other specified securities is correct.	20(viii)(a) and 20(viii)(b)	Stock Exchange
5. To be present while making payments to shareholders in case of buy-back through open market.	21(iii)	Compliance Officer
6. Certifying/Confirming that the shares or other specified securities have been paid.	11(iii)(a)	Compliance Officer

12 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]

Sr. No.	Responsibilities to be performed/discharged by the Merchant Banker	Relevant Regulation	Responsibilities to be discharged by
(1)	(2)	(3)	(4)
7. Filing the Final Report.	25(x)	Company
8. Ensuring that there is no shortfall in the funds for buy-back and that adequate arrangements have been made for the same.	Explanation to clause (e)(ii) of regulation 9(xi), 25(i) and 25(iii)	Company
9. Compliance with the relevant provisions of the Companies Act, 2013 by the company.	25(viii)	Company
”

XII. in Schedule-V, the numerals, symbol and letters “8(i)(c),” and the words, numerals and symbol “and 22(iv)” shall be omitted.

Chairman, Regulatory Board
[Note-III/4/Extra./193/2026-27]

[भाग III—खण् ड 4] भारत का रािपत्र : असाधारण 11 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:.—

12 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4] 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)

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
Certifying that the buy-back offer is
complying with regulations and Due diligence certification 8(i)(aa) and 25(vi) Secretarial Auditor
Oversight and operation of escrow accounts
including bank guarantees, cash deposits, approved securities, invocation rights and release of escrow account and forfeiturerelated 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
Certification relating to adequacy of sell
orders and VWAP of shares or other specified securities 20(viii)(a) and 20(viii)(b) Stock Exchanges
Presence during extinguishment/destruction
of securities in case of buy-back through open market 21(iii) Compliance officer
Certification/verification of compliance with
extinguishment of securities
11(iii)(a) Compliance officer
Submission of final report 25(x) Company
Ensuring availability of funds and firm
financial arrangements for implementation of the buy-back Explanation to Regulation 9(xi)(c)(ii), 25(i) and 25(iii) Company
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. 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.

Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2026

Lineage: In force

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