SEBI grants Nureca exemption from buyback rule during merger

SEBI allowed this because the merger involves only a wholly-owned subsidiary and does not change the public shareholding pattern.

Who it concerns: Nureca Limited (Transferee Company), Nureca Technologies Private Limited (Transferor Company/Wholly-owned subsidiary)

What SEBI found or ordered

• Exemption granted from sub-regulation (ii) of regulation 24 of the SEBI (Buy-back of Securities) Regulations, 2018.
• The exemption allows the company to announce a buyback despite the pendency of a Scheme of Arrangement (merger) with its wholly-owned subsidiary.
• SEBI determined the requirement was procedural in this specific context because there is no new issuance of equity shares or change in paid-up share capital.
• Conditions include that the buyback must comply with the Companies Act, 2013, and Buy-back Regulations, 2018.
• The exemption is limited to this specific application and does not operate as a precedent for other cases.

Also in the document

• The order is an exemption, not an enforcement action or penalty.
• SEBI noted that the merger is an internal restructuring of a wholly-owned subsidiary that does not affect public shareholders' holding percentages.
• The exemption was granted by Kamlesh C. Varshney, Whole Time Member, SEBI, on October 16, 2025.