Company Disclosure: CMS Info Systems Limited Buyback Offer

Key Quantitative Figures

  • Buyback Size: Up to 49,39,126 equity shares (3% of total paid-up equity share capital)
  • Buyback Price: ₹340 per equity share
  • Total Consideration: ₹167,93,02,840 (excluding transaction costs)
  • Record Date: May 22, 2026 for determining eligibility
  • Small Shareholder Definition: Holders with equity shares of market value ≤ ₹2,00,000 based on closing price on NSE (₹306.40) as on Record Date
  • Reserved Category: 7,40,869 shares for small shareholders (15% of buyback size)
  • General Category: 41,98,257 shares for other shareholders
  • Entitlement Ratio:
  • Small Shareholders: 1 share for every 18 shares held (5.517442224%)
  • General Shareholders: 1 share for every 36 shares held (2.77644546%)

Schedule of Activities

| Activity | Date | Day |

| Buyback Opening Date | May 29, 2026 | Friday |

| Buyback Closing Date | June 4, 2026 | Thursday |

| Last date for receipt of Tender Forms | June 4, 2026 | Thursday |

| Last date of settlement by Clearing Corporation | June 11, 2026 | Thursday |

| Last date for payment to shareholders | June 11, 2026 | Thursday |

| Last date for extinguishment of shares | June 22, 2026 | Monday |

Parties Involved

  • Manager to Buyback: Ernst & Young Merchant Banking Services LLP (SEBI Registration: INM000010700)
  • Registrar to Buyback: MUFG Intime India Private Limited (SEBI Registration: INR000004058)
  • Escrow Agent: ICICI Bank Limited
  • Company's Broker: ICICI Securities Limited
  • Designated Stock Exchange: BSE Limited
  • Statutory Auditor: B S R & Co. LLP

Sources of Funds

Funds for buyback will be sourced from free reserves and securities premium account of the Company. No borrowed funds from banks or financial institutions will be used.

Capital Structure Impact

  • Pre-buyback paid-up capital: ₹164,63,75,410 (16,46,37,541 shares of ₹10 each)
  • Post-buyback paid-up capital (if fully accepted): ₹159,69,84,150 (15,96,98,415 shares)
  • Capital reduction: ₹4,93,91,260
  • Transfer to Capital Redemption Reserve: Amount equal to nominal value of shares bought back

Financial Parameters (Standalone Basis)

| Parameter | Pre-Buyback | Post-Buyback |

| Number of shares outstanding | 16,46,37,541 | 15,96,98,415 |

| Net Worth (₹ Crore) | 2,312.26 | 2,144.33 |

| Return on Net Worth (%) | 12.31 | 13.28 |

| Basic EPS (₹) | 17.31 | 17.85 |

| Book Value per share (₹) | 140.45 | 134.27 |

| Total Debt/Equity Ratio | 0.09 | 0.10 |

Taxation Implications

  • Capital gains tax applicable on difference between buyback price and cost of acquisition
  • Short-term capital gains (holding ≤12 months): Taxed at 20%
  • Long-term capital gains (holding >12 months): Taxed at 12.5% with ₹1.25 lakh exemption
  • Securities Transaction Tax applicable
  • No TDS deduction for resident shareholders
  • Non-resident shareholders subject to TDS under Section 393 of Income Tax Act, 2025

Shareholding Pattern (as on Record Date)

  • Foreign Investors: 26.97% (4,44,08,364 shares)
  • Indian Financial Institutions/Banks/Mutual Funds/Govt. Companies: 34.53% (5,68,54,844 shares)
  • Public & other Bodies Corporate: 38.49% (6,33,74,333 shares)
  • No identifiable Promoters or Promoter Group (professionally managed company)

Documents Available for Inspection

Copies of Memorandum & Articles of Association, audited financial statements, board resolutions, public announcement, declaration of solvency, escrow agreement, and other relevant documents available at registered office during working hours.