Key Quantitative Figures

  • Buyback Size: Up to 46,94,000 (Forty Six Lakh Ninety Four Thousand) fully paid-up equity shares
  • Face Value: INR 10 per equity share
  • Buyback Price: INR 12,000 per equity share
  • Aggregate Amount: INR 5,632,80,00,000 (Indian Rupees Five Thousand Six Hundred Thirty Two Crore and Eighty Lakh only) excluding transaction costs
  • Percentage of Paid-up Capital: 1.68% of total equity shares
  • Percentage of Reserves: 16.93% of aggregate paid-up equity share capital and free reserves (standalone) and 15.59% (consolidated) as per March 31, 2026 audited financials

Parties Involved

  • Regulators: SEBI, Registrar of Companies, BSE, NSE
  • Stock Exchanges: BSE Limited, National Stock Exchange of India Limited
  • Auditors: S R B C & CO LLP
  • Compliance Officer: Rajiv Gandhi, Company Secretary & Compliance Officer

Buyback Structure

  • Method: Tender offer route through stock exchange mechanism
  • Reservation: 15% of buyback shares or number entitled to small shareholders (whichever higher) reserved for small shareholders (defined as holders with market value ≤ INR 2,00,000)
  • Eligibility: All equity shareholders/beneficial owners as on Record Date (to be determined)
  • Promoter Participation: Promoters and promoter group declared intention not to participate
  • Funding Sources: Free reserves, securities premium account, and other permitted sources
  • Exclusion: No borrowed funds from banks/financial institutions will be used

Price Determination

  • Premium to VWAP: 26.31% to BSE and 26.53% to NSE 3-month VWAP preceding 30 April 2026
  • Premium to Closing: 25.76% over BSE and 25.74% over NSE closing price on 29 April 2026
  • Price Flexibility: Board/Buyback Committee may increase buyback price and decrease number of shares (keeping size constant) until one working day prior to Record Date

Capital Structure Impact

  • Post-buyback Capital Reduction: Shares bought back will be extinguished and physically destroyed
  • Capital Redemption Reserve: Sum equal to nominal value of bought-back shares to be transferred to capital redemption reserve account
  • Debt Ratio Confirmation: Ratio of secured and unsecured debts will not exceed twice the paid-up capital and free reserves post-buyback

Financial Capacity

  • Standalone Reserves (31 March 2026): INR 33,264.48 crore aggregate of paid-up capital and free reserves
  • Consolidated Reserves (31 March 2026): INR 36,128.51 crore aggregate of paid-up capital and free reserves
  • Statutory Limit: Buyback size within 25% limit of reserves

Shareholding Details

  • Promoter & Promoter Group Holding: 55.01% (15,37,56,828 shares) as of board meeting date
  • Directors & KMP Holding: 0.37% (10,12,102 shares) including ESOPs
  • Key Promoter Entities: Bajaj Holdings & Investment Ltd (34.19%), Jamnalal Sons Pvt. Ltd. (9.29%), Maharashtra Scooters Ltd (2.48%)

Board Confirmations

  • No defaults in repayment of deposits, redemption of debentures/preference shares, dividend payments, or term loan repayments
  • Compliance with Sections 92, 123, 127 and 129 of Companies Act, 2013
  • No buyback of securities in preceding one year
  • No pending schemes of amalgamation/compromise/arrangement
  • Solvency confirmation for one year post-approval dates

Auditor Certification

S R B C & CO LLP certified that:

  • Permissible capital payment properly determined in accordance with Companies Act and SEBI Regulations
  • Board formed reasonable opinion on solvency
  • Company will not be rendered insolvent within one year from board meeting and shareholder approval dates

Transaction Costs

Excludes brokerage costs, fees, turnover charges, applicable taxes (STT, GST, stamp duty), SEBI filing fees, advisor/legal fees, publication expenses, printing and dispatch expenses, and other incidental expenses.

Foreign Shareholder Participation

Buyback from non-resident shareholders subject to approvals under FEMA and rules/regulations thereunder.

Taxation Implications

  • Participation may trigger capital gains taxation in India and country of residence
  • Transaction chargeable to securities transaction tax in India
  • Detailed tax note to be provided in letter of offer

Restrictions

  • No further issue of same kind of shares/securities for 6 months after buyback completion (except bonus shares, ESOPs, conversions)
  • No capital raising for 1 year from expiry of buyback period (except ESOP obligations)
  • Promoters restricted from dealing in shares from shareholder approval date until buyback closing