SEBI Open Market Buyback: What Changed in 2026
The SEBI open market buyback route through the stock exchange reopened on 1 August 2026, after being shut for sixteen months. It had been narrowed in steps from 2023, closed entirely from 1 April 2025, and is now back with the original fifteen per cent ceiling, a shorter clock, and one notable transparency provision removed. Everything below comes from the SEBI (Buy-Back of Securities) Regulations, 2018 as last amended on 6 July 2026.
Definition
An open market buyback
is a company repurchasing its own shares on the stock exchange rather than through a tender offer. Under SEBI's rules it must be less than fifteen per cent of paid up capital and free reserves, run only in frequently traded shares, exclude promoters as sellers, and report purchases to the exchange daily. Source: SEBI (Buy-Back of Securities) Regulations, 2018.
What SEBI changed for open market buyback in 2026
The regulation carries its own history in its provisos. Buy-back from the open market through stock exchanges was capped at less than fifteen per cent of paid up capital and free reserves until 31 March 2023, then ten per cent until 31 March 2024, then five per cent until 31 March 2025. A further proviso barred the route entirely with effect from 1 April 2025, and the 2026 amendment extended that bar only till 31 July 2026.
From 1 August 2026 the ceiling returns to less than fifteen per cent of paid up capital and free reserves, tested on both standalone and consolidated financial statements. Not the lower of the two, as the tender-offer proviso reads, but both.
1 August 2026
Date from which buy-back of shares from the open market through the stock exchange is permitted again, after a bar running from 1 April 2025
Source: SEBI (Buy-Back of Securities) Regulations, 2018, Regulation 4, last amended 6 July 2026
The timeline a 2026 open market buyback runs on
| Step | Deadline |
|---|---|
| Public announcement after the board resolution or postal ballot result | Within 2 working days |
| Electronic intimation to shareholders on the record of the announcement date | Within 1 working day of the public announcement |
| Offer opens | Within 4 working days of the public announcement |
| Offer closes | Within 66 working days of opening |
| Minimum utilisation of the earmarked amount | 40 per cent within the initial half of the duration |
| Total utilisation of the earmarked amount | At least 75 per cent |
The intimation to shareholders is new in the 2026 amendment. The company must, within one working day of the public announcement, send an electronic intimation about the open market buy-back offer to the persons who were its shareholders as on the date of the announcement.
The two utilisation floors matter more than they look. A company cannot announce a large buyback, buy a token quantity and walk away: seventy-five per cent of the earmarked amount has to be spent, and forty per cent of it in the first half of the window.
The execution rules
Six constraints govern how the buying is actually done.
- Nationwide terminals only. The buy-back shall be made only on stock exchanges having nationwide trading terminals.
- Not from promoters. The buy-back through the stock exchange shall not be made from the promoters or persons in control of the company.
- Order matching only. Purchases run through the order matching mechanism, excluding the all-or-none order matching system.
- Frequently traded shares only. The route is not available for illiquid scrips.
- Bid, price and volume restrictions as specified by the Board apply.
- No delisting through the back door. A company shall not buy back so as to delist its shares, and shall not buy back from any person through negotiated deals, whether on or off the exchange.
Two provisions were removed with effect from 1 August 2026. The requirement that a separate window be created by the exchange for buy-back is gone, and so is the rule that the identity of the company as a purchaser shall appear on the electronic screen when the order is placed. Anyone who previously watched the screen to spot the company bidding will not see that flag any more.
Where the buyback shows up in filings
Open market buybacks generate a daily trail, which is unusual. Regulation 18 requires the company to submit information on securities bought back to the stock exchange every day, and the exchange must upload it to its website immediately. The company must publish the same on its own website daily.
There is also less paperwork at the front end than in a tender offer: the regulations state that in the case of buy-back from the open market, no draft letter of offer or letter of offer is required to be filed with the Board. The public announcement, filed with SEBI and the exchanges and hosted on the exchange, merchant banker and company websites, is the document to read.
For the alternative route and how the two compare, see SEBI buyback through the tender offer route and what is a share buyback. Buying by the company changes the denominator every other holder is measured against, which shows up next in the shareholding pattern, and in minimum public shareholding arithmetic.
Flock reports these filings from the exchanges and SEBI, each stamped with its date and linked back to source. What a buyback means for you is your own call. Not investment advice.
Frequently asked questions
When did SEBI allow open market buyback through the stock exchange again?
From 1 August 2026. The regulations barred open market buy-back through the stock exchange with effect from 1 April 2025 till 31 July 2026, and a further proviso restores it from 1 August 2026. Source: SEBI (Buy-Back of Securities) Regulations, 2018, Regulation 4, last amended 6 July 2026.
What is the size limit on an open market buyback from August 2026?
Less than fifteen per cent of the paid up capital and free reserves of the company, based on both standalone and consolidated financial statements. That restores the pre-2023 ceiling, which had been stepped down to ten per cent and then five per cent before the route closed. Source: SEBI (Buy-Back of Securities) Regulations, 2018, Regulation 4.
How long can an open market buyback stay open?
With effect from 1 August 2026, the offer shall open within four working days from the date of the public announcement and close within sixty-six working days from the date of opening. Source: SEBI (Buy-Back of Securities) Regulations, 2018, Regulation 17(iii).
Does a company have to disclose its buyback purchases daily?
Yes. Regulation 18 requires the company to submit information on the shares or other specified securities bought back to the stock exchange on a daily basis, which the exchange uploads to its website immediately, and to publish the same on its own website daily. Source: SEBI (Buy-Back of Securities) Regulations, 2018.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.