The Securities and Exchange Board of India (SEBI) notifies rules to restart exchange-based open market share buybacks from August 1, allowing listed companies to repurchase their own shares through regular trading mechanisms on stock exchanges. Under the revised framework, buybacks conducted through the open market are restricted to less than 15% of a company’s paid-up capital and free reserves, based on standalone and consolidated financial statements.

SEBI also places a tighter execution timeline on such buybacks. Companies must open the buyback offer within four working days of the public announcement and complete it within 66 working days from the date the offer opens. The regulator earlier phased out open-market buybacks in 2025, citing concerns around unequal shareholder treatment and tax-related distortions.

The new rules state that appointing a merchant banker for buybacks is discretionary, with responsibilities carried out by designated entities if a merchant banker is not appointed. Additional procedural requirements include escrow oversight by the statutory auditor, certification of compliance by relevant officers/auditors, and electronic dissemination of buyback information to shareholders. SEBI also includes provisions relating to promoter share freezing during the buyback period and limits to prevent breaches of minimum public shareholding norms.