Shares Buyback Process: A Beginner-Friendly Guide
In the world of investing, if a dividend is a cash gift from a company, a Share Buyback (or Repurchase) is like the company buying back pieces of its own pizza to make the remaining slices bigger. When a company has extra cash and believes its stock is undervalued, it offers to buy back shares from existing shareholders usually at a premium price higher than the current market rate.
For an investor in 2026, buybacks have become more structured and digital. SEBI has tightened the rules to ensure that Open Market buybacks (which were often confusing and slow) are phased out, making the Tender Offer route the primary way for companies to return capital. This change makes the process much simpler and more transparent for you: the company makes a fixed offer, you tender your shares, and you get paid directly in your bank account.
Suggested read: Master Buybacks with case studies and investor strategies
7 Steps of the Buyback Process
The journey of a buyback is highly regulated to protect retail investors. Here is the lifecycle of a typical 2026 buyback:
1. Board Approval & Announcement
The company’s Board of Directors meets and approves the buyback proposal. They release a Public Announcement containing the Buyback Price (e.g., ₹2,000 when the market is at ₹1,700) and the total amount they plan to spend.
2. The Record Date
This is the most important date for you. To participate, you must hold the shares in your Demat account on this specific date.
- Pro Tip: Since India follows T+1 settlement in 2026, you must buy the shares at least one day before the record date to be eligible.
3. The Entitlement Ratio
A few days after the record date, the company announces the Entitlement Ratio. This tells you how many shares the company is guaranteed to buy back from you.
- Example: A ratio of 1:10 means for every 10 shares you hold, the company will definitely take 1 back.
4. The Tender Window Opens
The buyback window typically opens for 5 working days. During this time, you must officially Tender (offer) your shares through your broker's app or website. You can tender more than your entitlement, but their acceptance depends on the final demand.
5. Verification by RTA
After the window closes, the Registrar and Transfer Agent (RTA) verifies all applications. They check if you held the shares on the record date and if your signature/Demat details match.
6. Final Acceptance & Share Debit
The RTA calculates the final Acceptance Ratio. If many people didn't participate, the company might take more of your shares than your initial entitlement. The accepted shares are then debited (removed) from your Demat account and permanently cancelled.
7. Payment Disbursement
Within 5 working days of the window closing, the money is credited directly to your primary bank account linked to your Demat. Any shares that were not accepted are returned to your Demat account automatically.
Begin your journey with a hassle-free Demat account
Why the Retail Category is Special (15% Quota)
SEBI provides a major advantage to small investors to ensure they aren't crowded out by big institutions.
- The ₹2 Lakh Rule: If the total value of your holdings in that company (at the buyback price) is ₹2 Lakh or less on the record date, you are classified as a Retail Individual Investor (RII).
- The Reserved Quota: Companies must reserve 15% of the total buyback size specifically for this retail category. Because of this reservation, the Acceptance Ratio for retail investors is usually much higher than for HNIs or Mutual Funds.
Comparison: Tender Offer vs. Open Market (2026 Update)
As of April 1, 2025, SEBI has effectively discontinued the Open Market route for listed companies, making the Tender Offer the gold standard.
Feature
Tender Offer (Current 2026 Standard)
Open Market (Discontinued for Listed)
Buyback Price
Fixed at a premium.
Prevailing Market Price.
Process
Shareholders Tender shares via broker.
Company buys from the exchange daily.
Eligibility
Fixed by a Record Date.
No fixed record date for sellers.
Retail Benefit
15% Reserved Quota.
No reserved quota.
Transparency
Very High (Fixed timeline & price).
Low (Price changes daily).
New 2026 Tax Rules for Buybacks
Starting from October 1, 2024, the tax treatment for buybacks changed significantly:
- Deemed Dividend: The entire amount you receive from a buyback is now treated as Deemed Dividend.
- Tax Rate: It is taxed at your income tax slab rate.
- TDS: The company will deduct 10% TDS for resident Indians before sending you the money.
- Capital Loss: The original cost of the shares you sold is treated as a Capital Loss, which you can use to offset other stock market gains or carry forward for 8 years.