Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018

SEBI/LAD-NRO/GN/2018/32 · 2026-07-06 · Securities and Exchange Board of India

Summary

This part comprises Chapter I Preliminary covering Regulations 1 and 2, which provide the short title, commencement and definitions for the SEBI (Buy-Back of Securities) Regulations, 2018 as amended up to July 06, 2026. It defines key terms including Act, associate, Board, Buyback period, control, company, frequently traded shares, insider, merchant banker, promoter, registrar, small shareholder, specified securities, stock exchange, tender offer and unpublished price sensitive information. It also introduces Chapter II Conditions of Buy-Back under Regulations 3 and 4, stating applicability to listed companies and prescribing the twenty-five per cent limit on buy-back and the post-buy-back debt-to-capital ratio of 2:1 based on standalone or consolidated financials whichever is lower. This part prescribes buy-back conditions including a debt to capital and free reserves ratio not exceeding 2:1 based on the lower of standalone or consolidated statements after excluding NBFC and housing finance subsidiaries which must individually not exceed 6:1. It specifies permitted methods of buy-back through tender offer on proportionate basis and open market through book-building and stock excha

Text

These regulations may be called the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018.

These regulations shall come into force on the date of their publication in the Official Gazette.

‘Act’ means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

‘associate’ includes a person,— i) who directly or indirectly by himself or in combination with relatives, exercise control over the company or, ii) whose employee, officer or director is also a director, officer or employee of company;

‘Board’ means the Securities and Exchange Board of India established under section 3 of the Act;

‘Buyback period’ means the period between the date of board of directors resolution or date of declaration of results of the postal ballot for special resolution, as the case may be, to authorize buyback of shares of the company and the date on which the payment of consideration to shareholders who have accepted the buyback offer is made;

‘control’ has the same meaning as defined in clause (e) of sub-regulation (1) of regulation (2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

‘company’ means a company as defined under the Companies Act, whose shares or other specified securities are listed on a Stock Exchange and which buys or intends to buy such shares or other specified securities in accordance with these regulations;

‘frequently traded shares‘ shall have the same meaning as assigned to them under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

‘insider’ means an insider as defined in clause (g) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

‘merchant banker’ means a merchant banker as defined in clause (cb) of regulation 2 of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 and registered under section 12 of the Act;

‘promoter’ means promoter as defined in clause (s) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

Source: SecMarx — Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.