Nature of the Event

Regulatory disclosure of a buyback offer through tender offer route as prescribed under SEBI (Buy-Back of Securities) Regulations, 2018.

Key Quantitative Figures

  • Buyback Size: Up to 46,94,000 (Forty Six Lakh Ninety Four Thousand) equity shares
  • Face Value: ₹10 per share
  • Buyback Price: ₹12,000 per equity share
  • Total Offer Size: ₹5,632,80,00,000 (₹5,632.80 crore) excluding transaction costs
  • Percentage of Capital: 1.68% of total paid-up equity share capital
  • Free Reserve Utilization: 16.93% of standalone and 15.59% of consolidated free reserves as of March 31, 2026
  • Promoter Holding: 55.01% pre-buyback, expected to increase to 55.95% post-buyback assuming full acceptance
  • Small Shareholder Definition: Holders of ≤20 equity shares based on NSE closing price of ₹9,750 on Record Date
  • Reservation: 7,04,100 shares (15%) reserved for small shareholders

Dates of Action

  • Board Approval Date: May 6, 2026
  • Shareholder Approval Date: June 18, 2026 (postal ballot results)
  • Public Announcement Date: June 19, 2026
  • Record Date: June 24, 2026
  • Offer Opening Date: July 1, 2026
  • Offer Closing Date: July 7, 2026 (5:00 PM IST)
  • Last Date for Verification: July 10, 2026
  • Settlement Completion: July 14, 2026
  • Extinguishment Date: July 23, 2026

Parties Involved

  • Manager to Buyback: Kotak Mahindra Capital Company Limited
  • Registrar to Buyback: KFin Technologies Limited
  • Company Broker: JM Financial Services Limited
  • Escrow Agent: Kotak Mahindra Bank Limited
  • Statutory Auditors: S R B C & CO LLP
  • Designated Stock Exchange: BSE Limited

Financial and Operational Impact

  • Sources of Funds: Free reserves, securities premium account (no borrowed funds)
  • Capital Reduction: Transfer to capital redemption reserve account equal to nominal value of shares bought back
  • EPS Impact: Standalone EPS expected to increase from ₹352.0 to ₹358.0 assuming full acceptance
  • Return on Net Worth: Expected to increase from 29.3% to 32.0% on standalone basis
  • Debt Equity Ratio: Remains nil on standalone basis post-buyback
  • Transaction Costs: Excluded from buyback size, to be borne separately

Capital Structure Impact

  • Current Paid-up Capital: ₹279.49 crore (27,94,97,838 shares of ₹10 each)
  • Post-Buyback Capital: ₹274.80 crore (27,48,03,838 shares) assuming full acceptance
  • Promoter Holding Change: From 55.01% to 55.95% assuming full acceptance
  • Public Holding: Will remain above minimum 25% requirement

Taxation Aspects

  • Resident Shareholders: No TDS applicable, capital gains taxable in hands of shareholders
  • Non-Resident Shareholders: TDS applicable based on DTAA benefits with supporting documentation
  • FIIs/FPIs: Exempt from TDS on capital gains if valid SEBI registration provided
  • STT: 0.10% applicable as transaction through stock exchange mechanism

Procedure Details

  • Tender Method: Through stock exchange mechanism using acquisition window
  • Entitlement Ratio:
  • Small shareholders: 17 shares for every 61 shares held (27.89% entitlement)
  • General category: 17 shares for every 525 shares held (3.24% entitlement)
  • Documentation: Physical shareholders must submit share certificates, Form SH-4, PAN copies
  • Settlement: Through clearing corporation mechanism within 5 working days of closing

Important Conditions

  • Promoters and promoter group have declared intention not to participate
  • No defaults in repayment of deposits, debentures, or term loans
  • Company confirms solvency and ability to meet liabilities for one year post-buyback
  • No further capital raising for one year except discharge of subsisting obligations
  • Equity shares bought back will be extinguished and physically destroyed

Financial Parameters (Standalone as of March 31, 2026)

  • Net Worth: ₹34,974.67 crore
  • Revenue: ₹58,732.48 crore (17.4% growth YoY)
  • Net Profit: ₹9,824.66 crore (20.5% growth YoY)
  • Book Value per Share: ₹1,251.3
  • P/E Ratio: 24.95x (pre-buyback)