SEBI Proposes Major Changes to Buy-Back Regulations 2018

Consultation Paper; Dated: 08.05.2026

The Securities and Exchange Board of India (SEBI) has released a consultation paper proposing a review and rationalisation of the SEBI (Buy-Back of Securities) Regulations, 2018.

1. Key Proposals in the Consultation Paper

1.1 Reintroduction of Open Market Buybacks

• SEBI proposes to reintroduce buybacks through the open market via stock exchanges
• This method had earlier been discontinued and is now proposed to be revived with safeguards.

1.2 Removal of Mandatory Merchant Banker Requirement

Proposal to dispense with the mandatory appointment of a Merchant Banker for buyback transactions

1.3 Redistribution of Merchant Banker Functions

Activities presently performed by merchant bankers are proposed to be allocated among:

• The company undertaking the buyback
• Stock exchanges
• Secretarial auditor

2. Objective of the Proposals

The review aims to:

• Simplify buyback compliance framework
• Promote ease of doing business
• Reduce procedural and compliance costs
• Improve operational efficiency in buyback execution

3. Stakeholder Consultation

• SEBI has invited comments and suggestions from stakeholders
• Last date for submission – 29 May 2026

4. Conclusion

The consultation paper reflects SEBI’s effort to create a more streamlined and efficient buyback framework by reintroducing market-based mechanisms and rationalising intermediary-related compliance requirements.

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