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 share
  • Buyback Price: INR 12,000 per equity share
  • Total Consideration: INR 5,632,80,00,000 (Indian Rupees Five Thousand Six Hundred Thirty Two Crore and Eighty Lakh only), excluding transaction costs
  • Percentage of Equity: Represents up to 1.68% of the total number of equity shares in the paid-up equity share capital
  • Regulatory Limit: Represents 16.93% of aggregate paid-up equity capital and free reserves based on standalone financials and 15.59% based on consolidated financials (within statutory limit of 25%)

Dates of Action

  • Board Approval Date: Wednesday, 6 May 2026
  • Shareholder Approval Date: Thursday, 18 June 2026 (via postal ballot including e-voting)
  • Filing Date: 22 June 2026
  • Buyback Period: To commence from date of declaration of postal ballot results until payment of consideration to shareholders
  • Completion Timeline: Buyback to be completed within 1 year from date of special resolution passing

Method of Buyback

  • Route: Tender offer through stock exchange mechanism
  • Basis: Proportionate basis with reservation for small shareholders
  • Small Shareholder Definition: Shareholders holding equity shares with market value not exceeding INR 2,00,000 based on closing price on record date
  • Reservation: 15% of buyback shares or number entitled to small shareholders, whichever is higher

Funding Sources

  • Funds will be sourced from free reserves, securities premium account, and/or other permitted sources
  • No borrowed funds from banks and financial institutions will be used
  • Company will transfer sum equal to nominal value of shares bought back to capital redemption reserve account

Promoter Participation

  • Promoters and promoter group have declared intention NOT to participate in the buyback (via letters dated May 6, 2026 and May 7, 2026)
  • Their shares will not be considered for computing entitlement ratio, resulting in higher entitlement for other shareholders
  • Total promoter and promoter group holding: 15,37,56,828 shares (55.01% as of disclosure date)

Financial Impact

  • The buyback is expected to improve earnings per share and return on equity
  • Ratio of secured and unsecured debts will not exceed twice the paid-up equity share capital and free reserves after buyback
  • Company confirmed no defaults in repayment of deposits, debentures, preference shares, dividend payments, or term loans

Auditor Certification

  • S R B C & CO LLP, statutory auditors, provided report dated May 06, 2026 confirming:
  • Proper determination of permissible capital payment according to Companies Act and SEBI Regulations
  • Company will not be rendered insolvent within 1 year from board meeting date and shareholder approval date
  • Amount is within regulatory limits (25% of aggregate paid-up capital and free reserves)

Record Date

To be determined by Board/Buyback Committee for determining eligible shareholders

Foreign Shareholder Participation

Buyback from non-resident shareholders subject to Foreign Exchange Management Act, 1999 and necessary approvals

Tax Implications

  • Transaction chargeable to securities transaction tax in India
  • May trigger capital gains taxation for participating shareholders
  • Detailed tax note to be provided in letter of offer

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