The decision was taken at the regulator’s board meeting held on 19 June 2026.
SEBI said the move follows changes in the taxation framework and feedback received from stakeholders. The amendments are aimed at providing greater flexibility in undertaking buybacks, reducing procedural complexity and strengthening investor protection.
Under the revised framework, companies will be able to undertake buybacks through the stock exchange route in addition to the existing tender offer and open market book-building routes.
The regulator said companies undertaking buybacks through stock exchanges will be required to complete the process within 66 working days from the opening of the buyback. At least 40% of the earmarked funds must be utilised during the first half of the buyback period.
SEBI has also mandated electronic dissemination of information relating to open market buybacks to shareholders, in addition to newspaper advertisements.
The regulator said open market buybacks through stock exchanges will be treated as normal trading transactions. Consequently, the requirement for a separate trading window and disclosure of the company’s identity as the purchaser on the trading screen has been removed.
To prevent inadvertent dealings during the buyback period, shares and other specified securities held by promoters and their associates will remain frozen at the ISIN level throughout the buyback period.
The amended framework also requires buybacks to comply with minimum public shareholding norms. Further, the interval between two buybacks has been aligned with the provisions of the Companies Act, 2013.
In a move aimed at reducing compliance costs and improving ease of doing business, SEBI has made the appointment of a merchant banker optional for companies undertaking buybacks. Where a merchant banker is not appointed, the related responsibilities will be handled by the company, compliance officer, statutory auditor, secretarial auditor and stock exchanges.
SEBI said the amendments are intended to streamline the buyback framework, improve operational efficiency and facilitate ease of doing business while strengthening investor protection.
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