The SEBI Board has approved amendments to the SEBI (Buy-back of Securities) Regulations, 2018, aimed at enhancing flexibility in buy-back mechanisms, simplifying compliance requirements, reducing procedural costs, and strengthening investor protection.
Key amendments include the reintroduction of open market buy-backs through stock exchanges with effect from 1 August 2026, in addition to the existing tender offer and book-building routes. To improve shareholder awareness, companies undertaking such buy-backs will be required to disseminate buy-back information electronically, alongside existing newspaper disclosures.
To prevent indirect participation by promoters, securities held by promoters and their associates will remain frozen at the ISIN level during the buy-back period. Further, all buy-backs will be required to comply with minimum public shareholding norms, and the interval between two buy-backs has been aligned with the provisions of the Companies Act, 2013.
In a significant ease-of-doing-business measure, the appointment of a Merchant Banker for buy-backs has been made optional. Where a company chooses not to appoint a Merchant Banker, the associated responsibilities will be discharged by the company, its compliance officer, statutory auditor, secretarial auditor, and stock exchanges.
The amendments are intended to streamline the buy-back framework, improve operational efficiency, reduce compliance costs, and reinforce safeguards against promoter dealings during the buy-back period.
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