CORPORATE FINANCE  ·  COMPANY LAW  ·  COMPLIANCE Delhi
Capital Markets & Transactions

Share Buy-back Advisory

A buy-back returns capital to shareholders and signals confidence — but the framework is exact. We structure share buy-backs within the Companies Act and SEBI buy-back regulations, from board and shareholder approvals through the offer process to extinguishment of shares and capital clause amendments.

25%of paid-up capital + free reserves limit
2 routestender offer or open market
Board toextinguishment — fully managed
Tax-mappedcompany and shareholder implications

When this matters.

The cash-rich company

You're sitting on surplus cash and want to return it efficiently. We compare buy-back against dividends on tax, quantum limits, and signalling — then execute the better route.

The cap-table cleanup

You need to exit a shareholder or consolidate holding. A buy-back does it cleanly — we structure the offer, manage the process, and handle the extinguishment.

The listed company signalling value

Your stock trades below intrinsic value. A buy-back signals confidence — we manage the SEBI process, disclosures, and market-facing discipline.

What we do.

01

Eligibility & quantum

Analysis under the Companies Act (25% of paid-up capital + free reserves, debt-equity ratios) and SEBI regulations — confirming how much you can actually buy back.

02

Route selection

Tender offer vs. open market — modelled on your shareholder base, quantum, timeline, and objectives before the board decides.

03

Approvals

Board and shareholder approval documentation — resolutions, explanatory statements, and the compliance calendar.

04

Offer process

Letter of offer, timelines, escrow, and execution — managed end to end for tender offers; program discipline for open-market routes.

05

Tax mapping

Buy-back tax at the company level and shareholder treatment mapped before approval — no post-facto surprises.

06

Extinguishment & filings

Share extinguishment, capital clause amendments, and ROC filings — the register left clean.

The regulatory frame.

The law that governs this work.

  • Companies Act, 2013 — Sec 68, 69, 70
  • SEBI (Buy-back of Securities) Regulations, 2018
  • Income-tax Act — 115QA (buy-back tax), 10(34B)
  • FEMA — where non-resident shareholders participate

How we work.

STEP 01

Assess

Eligibility, quantum, and route — modelled before the board meets.

STEP 02

Approve

Board and shareholder documentation prepared and filed.

STEP 03

Execute

Offer process managed to the regulatory calendar.

STEP 04

Close

Extinguishment, filings, and the clean register.

Questions we hear.

Tender offer or open market?

Tender suits concentrated exits and defined quantum; open market suits gradual programs. We model both on your shareholder base before you decide.

What are the tax implications?

Buy-back distribution tax applies at the company level under 115QA; shareholders' exempt treatment under 10(34B) has conditions. We map the full picture before approval.

How long does it take?

Two to four months from board approval to extinguishment for tender offers, depending on approvals.

Can we do it every year?

The 25% quantum and the one-year cooling restrictions apply. We plan multi-year programs within the limits.

Talk to us

Start with a conversation.

Tell us where your company is headed. A partner — not a sales rep — will respond.

Request a consultation