Skip to main content
Income-tax Act, 2025 | Section 69

Section 69 - Capital gains on purchase by company of its own shares or other specified securities

Company purchase of its own shares or specified securities is dealt with under the post-Finance Act, 2026 capital-gains framework; the former deemed-nil treatment linked to dividend taxation was replaced.

Reviewed by CA Nikhil Gupta · Updated 9 October 2026

Section 69: operativeEffective 1 April 2026Tax Year 2026-27 onwardReviewed 8 October 2026
Current-law control

Section 69 is presented using the consolidated Income-tax Act, 2025 as amended by the Finance Act, 2026. The general commencement date is 1 April 2026. Earlier years and saved proceedings may remain governed by the Income-tax Act, 1961 and the repeal/savings framework.

Finance Act 2026 control: Finance Act, 2026 substituted the buy-back promoter tax mechanics from 1 April 2026, including the additional-tax table for specified promoter gains.

2-minute professional decode

Company purchase of its own shares or specified securities is dealt with under the post-Finance Act, 2026 capital-gains framework; the former deemed-nil treatment linked to dividend taxation was replaced.

Professional checkpoint: Do not import the repealed dividend treatment into tax years beginning on or after 1 April 2026.

Who should test this section?

Section 69 matters to investors, property owners, promoters, companies, firms and advisers where the transaction involves capital gains on purchase by company of its own shares or other specified securities; the charge, computation and relief steps should be separated.

Evidence to retain

The section 69 file should preserve acquisition and transfer instruments, valuation or stamp records, payment evidence, holding-period material and every document that supports the treatment of capital gains on purchase by company of its own shares or other specified securities.

1961 Act bridge

Legacy provisionLegacy headingMapping
46ACapital gains on purchase by company of its own shares or other specified securities.Renumbered / mapped

The bridge is a research aid. Legacy case law carries over only after the current wording and transition rules are matched.

Rules and forms linked to this section

No provision-specific Rule was independently mapped from the current Rules register for this section. That does not mean the wider Rules are irrelevant.

Worked application

A company buys back shares from a promoter in Tax Year 2026-27. Compute the promoter’s capital gain and then test the Finance Act 2026 additional-tax table separately for short-term or long-term gains and promoter category.

Common mistake

For section 69, do not jump from sale proceeds to a capital-gain number: first identify the transfer/charging event, then consideration, cost, timing and any exemption or rollover condition relevant to capital gains on purchase by company of its own shares or other specified securities.

Compliance approach

Identify the statutory trigger for section 69, lock the relevant tax year, reconcile the facts to the operative sub-section, preserve the evidence trail and separately test every linked Rule, Form, Schedule and exception before finalising the return position.

Numeric / timing checkpoints in the operative text

Related provisions

Current statutory text

69. (1) If a shareholder or a holder of other specified securities receives any consideration from any company for the purchase of its own shares or other specified securities held by such shareholder or holder of other specified securi- ties, then, subject to the provisions of section 72, the difference between the cost of acquisition and the value of consideration so received shall be deemed to be the “Capital gains” arising to such shareholder or the holder of other specified securities, as the case may be, in the year in which the company purchases the shares or other specified securities. [(2) In respect of capital gains referred to in sub-section (1), where a company pur- 10 chases its own shares or other specified securities in accordance with the provisions of section 68 of the Companies Act, 2013 (18 of 2013) and the shareholder or holder of other specified securities is a promoter, the aggregate income-tax payable on such capital gains shall be— (a) the income-tax payable on such capital gains in accordance with the pro- visions of this Act; and (b) an additional income-tax in respect of capital gains specified in column B of the Table below, computed at the rate specified in column C or column D of the said Table: TABLE Sl. Income Rate, where the Rate, where the pro- No. promoter is a moter is other than a domestic company domestic company A B C D 1. Short-term capital gains referred 2% 10% to in section 196 arising from the transfer of such securities. 2. Long-term capital gains referred 9.5% 17.5% to in section 197 or section 198 arising from the transfer of such securities. (3) For the purposes of this section,— (a) in the case of a company whose shares are listed on a recognised stock exchange in India, ‘promoter’ shall have the same meaning as assigned to it in regulation 2(k) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 made under the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) in any other case, “promoter” means,–– (i) a “promoter” as defined in section 2(69) of the Companies Act, 2013 (18 of 2013); or (ii) a person who holds, directly or indirectly, more than 10% of the shareholding in the company; 10. Substituted by the Finance Act, 2026, w.e.f. 1-4-2026. Prior to their substitution, sub-sections (2) and (3) read as under : ‘(2) If the shareholder receives any consideration of the nature referred to in section 2(40)(f), from any company in respect of buy-back of shares, then for the purposes of this section, the value of such consideration shall be deemed to be nil. (3) For the purposes of this section, “specified securities” shall have the same meaning as assigned to it in Explanation 1 to section 68 of the Companies Act, 2013 (18 of 2013).’ (c) “specified securities” shall have the same meaning as assigned to it in Explanation 1 to section 68 of the Companies Act, 2013 (18 of 2013).]

Primary-source trail

Source status: full Section 69 statutory text in the local source corpus; reconciled to the current consolidated Act control on 8 October 2026.

Related Finin2min guides