Key Quantitative Figures

  • Maximum Buyback Size: ₹720,00,00,000 (Seven Hundred Twenty Crores)
  • Number of Shares: Up to 64,00,000 (Sixty-Four Lakh) equity shares
  • Buyback Price: ₹1,125 per equity share of face value ₹5
  • Percentage of Capital: 5.76% of existing paid-up equity share capital
  • Source of Funds: Internal accruals (not borrowed funds)
  • Transaction Costs: Excluded from buyback size
  • Reservation for Small Shareholders: 15% of buyback shares (9,60,000 shares) or higher entitlement based on shareholding
  • Small Shareholder Definition: Holders with market value not exceeding ₹200,000 based on NSE closing price of ₹876.15 on Record Date (max 228 shares)

Parties Involved

  • Manager to Buyback: Axis Capital Limited
  • Registrar to Buyback: KFin Technologies Limited
  • Escrow Agent: Axis Bank Limited (Account: Cyient Limited – Buyback Escrow Account No. 926020017420003)
  • Designated Stock Exchange: BSE Limited
  • Statutory Auditors: S.R. Batliboi & Associates LLP
  • Legal Counsel: Trilegal (India), Hogan Lovells US LLP (US matters)

Buyback Entitlement Ratio

  • Small Shareholders: 2 Equity Shares for every 19 Equity Shares held
  • General Category: 1 Equity Share for every 14 Equity Shares held

US Regulatory Status

Based on determination as of 22 May 2026, US shareholders hold less than 10% of outstanding equity shares. The buyback qualifies for "Tier I" exemption under Rule 13e-4(h)(8) of US Securities Exchange Act, 1934. No exemptive or no-action relief required from SEC.

Financial Impact

  • Post-Buyback Capital Reduction: From ₹55,57,09,020 to ₹52,37,09,020 (assuming full acceptance)
  • Funding Source: Current surplus and/or cash balances (₹9,408 million standalone surplus as of 31 March 2026)
  • Capital Redemption Reserve: Sum equal to nominal value of bought-back shares will be transferred
  • EPS Impact: Standalone basic EPS expected to improve from ₹14.01 to ₹14.87 (assuming similar profits)

Promoter Participation

Promoters and promoter group (holding 23.28% as of 19 June 2026) have declared intention not to participate. Their post-buyback holding expected to increase to 24.70%.

Taxation

  • Resident shareholders: Capital gains tax applicable, no TDS deduction by company
  • Non-resident shareholders: TDS applicable at rates ranging from 12.5% to 30% depending on holding period and promoter status
  • FIIs/FPIs: No TDS if valid certificate provided
  • Detailed tax note provided by Alok Vasant & Associates, Chartered Accountants

Process for Shareholders

  • Demat holders: Tendering through stock brokers with lien marking in demat accounts
  • Physical holders: Submission of tender form, share certificates, and transfer documents to registrar
  • Non-resident shareholders must submit additional documentation for tax purposes
  • Shareholders can check entitlement on registrar's website: https://kosmic.kfintech.com/karisma/buybackofferv2.aspx

Escrow Arrangements

  • Escrow amount deposited: ₹18,00,00,000 (2.5% of buyback size)
  • Bank guarantee: ₹87,00,00,000 issued in favor of manager
  • Special escrow account will be funded with consideration amount post-tender period closure

Documents Available for Inspection

Certificate of incorporation, MOA/AOA, annual reports, board resolutions, auditor certificates, special resolution, public announcement, declaration of solvency, escrow agreement available at registered office and company website.

Key Conditions and Declarations

  • No defaults in repayment of deposits, redemption of debentures, or payment of term loans
  • Compliance with Sections 92, 123, 127 and 129 of Companies Act, 2013
  • Debt-equity ratio not more than twice paid-up capital and free reserves
  • Minimum public shareholding requirements will be maintained post-buyback
  • Company will not issue new shares during buyback period except for ESOP obligations
  • No further capital raising for one year post buyback completion except for existing obligations